Effective Date: March 10, 2023
THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN TMEDY Inc. (“Tmedy”, “WE” OR “US”) AND “YOU”. THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE SERVICES PROVIDED BY AND THE WEBSITE LOCATED AT THE URL WWW.TMEDY.COM (AS WELL AS ALL ASSOCIATED SITES LINKED TO WWW.TMEDY.COM BY TMEDY, ITS SUBSIDIARIES, AND AFFILIATED COMPANIES) (COLLECTIVELY, THE “SITE”). UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “SITE” INCLUDE ANY PLATFORM THAT TMEDY PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS THE SITE FROM A MOBILE DEVICE (A “MOBILE APPLICATION”). BY USING THIS SITE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE.
Tmedy Inc. is an online appointment booking service provider and not a healthcare provider.
This document contains important information that you need to consider before using Tmedy Inc. These Terms of Service provide the terms and conditions (“T&Cs”) governing your access to and use of each service of Tmedy Inc. (“Tmedy),” “we,” “us,” or “our”) identified in these terms and conditions (individually a“Service” and collectively, the “Services”), and is an agreement between Tmedy Inc and you or the entity you represent (“you”). These Terms and conditions take effect when you click the “ACCEPT” button or check box presented with these T&Cs or, if earlier when you use a Service (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). Proper terms as used herein have the meaning given to those terms as set forth in these Terms and conditions and any portion thereof.
Ownership: Tmedy Inc retains all rights, title, and interest in and to Services and all intellectual property rights embodied therein, including any such rights created in connection with the Services. As between Customer and Tmedy inc, Customer shall retain all rights, titles, and interest in all materials provided to Healthcare providers by Customer, such as the Content, and including without limitation logos, trade names, and other intellectual property of the Customer, subject to the license rights of Tmedy Inc. in and to such materials as set forth in the Agreement; provided, however, that any information received from an individual healthcare provider practicing in an Approved Specialty, as defined in the Order Form, who is either employed by Customer or is a partner in Customer’s healthcare practice group, and who has been designated by Customer as participating in the Services (“Designated Provider”), or otherwise under a Physician User Agreement, even if redundant with information received from Customer, shall not be deemed to be materials provided to Tmedy Inc by Customer.
Content: TMEDY is not a healthcare provider. The informations that you collect or receive from TMEDY, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All medically related information, including, without limitation, information shared via TMEDY Answers, TMEDY Knowledge Base, TMEDY Blog, TMEDY social channels, TMEDY emails and text messages, and TMEDY advertising is for informational and communicative purposes only. WHILE WE ANTICIPATE THAT THIS INFORMATION IS USEFUL IN YOUR HEALTHCARE JOURNEY, IT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL OR MENTAL HEALTH EMERGENCY, AND YOU ARE THINKING ABOUT SUICIDE OR TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. NOTHING STATED, POSTED, OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, PHARMACY, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.
TMEDY is not a referral service and does not refer, recommend or approve any particular Healthcare Provider, test, procedure, opinion, or other information that may appear through the Services. If you rely on any information, you do so solely at your own risk. We encourage you to independently confirm any information relevant to you with other sources, including the Healthcare Provider’s office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.
Content related to Healthcare Providers and their practices (“Healthcare Provider Content”) is intended for general reference purposes only. Healthcare Provider Content may be provided by the Healthcare Provider and/or office staff and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. While we make efforts to confirm Healthcare Provider Content and keep it up to date, it can change frequently and may become out of date, incomplete or inaccurate at any time. Tmedy Inc. does not provide any advice or certification regarding the qualifications of any particular Healthcare Provider.
Approval by Tmedy: Customer acknowledges that Tmedy may or may not pre-screen the Content provided by Customer and/or the Designated Providers, but that Tmedy and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, remove or move any content in whole or in part that, at any time does not meet Tmedy Inc’ then-current requirements, violates the terms of this Agreement or is otherwise reasonably objectionable or inaccurate, including without limitation (a) if such Designated Provider is already designated as a designated provider, or similar conceptual designation, by another customer under contract with Tmedy Inc, and/or (b) if such Designated Provider has a history of one or more malpractice claims. In connection with the exercise of such right to pre-screen, refuse, remove, or move such content, Tmedy Inc. will send notice to the Customer as to the reason Tmedy Inc has refused, removed, or moved the content.
This document contains important information that you need to consider before using Tmedy Inc. These Terms of Service provide the terms and conditions (“T&Cs”) governing your access to and use of each service of Tmedy Inc. (“Tmedy),” “we,” “us,” or “our”) identified in these terms and conditions (individually a“Service” and collectively, the “Services”), and is an agreement between Tmedy Inc and you or the entity you represent (“you”). These Terms and conditions take effect when you click the “ACCEPT” button or check box presented with these T&Cs or, if earlier when you use a Service (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). Proper terms as used herein have the meaning given to those terms as set forth in these Terms and conditions and any portion thereof.
Customer’s Rights:Tmedy Inc grants Customer the non-exclusive, non-transferable, limited right to use the Services solely for Designated Providers and to offer the Services to the Designated Providers. The customer will not make the Services available to any third party other than the Designated Providers without the prior written approval of Tmedy Inc, and will not use or offer the Services to or for any other entity. With respect to Content developed by Customer for the Designated Providers that is provided by Customer to Tmedy Inc. hereunder and that has been specifically identified in a writing from Customer to Tmedy Inc’s as Customer-developed Content (“Customer Developed Content”), Customer hereby grants to in the Call Tracking Service, otherwise terminated in accordance with the terms of the Agreement or this Call Tracking Addendum. a worldwide, royalty-free, license, during the term of Customer’s agreement with the applicable Designated Provider, to use, reproduce, create derivative works of, distribute, publicly perform, and publicly display such Customer Developed Content solely in connection with and as necessary to provide the Services. Any such license shall terminate upon the expiration or earlier termination of this Agreement.
If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain a TMEDY Account or whether you schedule or intend to schedule appointments through the Services, you acknowledge and agree that:
You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient;
You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; and
You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices (including but not limited to booking fraudulent healthcare appointments), or otherwise violate applicable antitrust, competition or consumer protection lawAs, or regulations.
DOCTORS AND ALL OTHER MEDICAL PROFESSIONALS USE THE SERVICES TO SHARE CONTENT WITH YOU, BUT YOUR USE OF THIS CONTENT IS NOT A SUBSTITUTE FOR HEALTHCARE. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES OR CONTENT. THIS IS TRUE WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM TMEDY INCLUDING, WITHOUT LIMITATION, THE “FIND A HEALTHCARE PROVIDER” FEATURE, TMEDY ANSWERS, TMEDY KNOWLEDGE BASE, TMEDY BLOG, TMEDY SOCIAL CHANNELS, TMEDY EMAILS OR TEXT MESSAGE LINKS TO OTHER SITES, OR ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE HEALTHCARE PROVIDER IN ANY FIELD.
TMEDY encourages Healthcare Providers to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any Healthcare Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Services whatsoever.
services: Tmedy Inc, in the Call Tracking Service, otherwise terminated in accordance with the terms of the Agreement or this Call Tracking Addendum. represents and warrants that Tmedy Inc’ss will perform the Services in a professional and workmanlike manner and in compliance with the terms and conditions in this Agreement. Tmedy Inc, shall not be liable for any loss, cost, or damage that results from inaccurate Content supplied by Customer and shall have no obligation to verify the accuracy of such Content. Tmedy Inc shall have no liability for any loss, cost, or damage that results from problems caused by disruptions, errors, or performance problems in the Internet or Tmedy Inc,’ Internet services provider, or other events beyond Tmedy Inc,’ reasonable control
Disclaimer: AS BETWEEN TMEDY INC, AND CUSTOMER, THE THIRD-PARTY COMPONENTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. IF Tmedy Inc, HAS THE RIGHT TO PASS THROUGH TO CUSTOMER WARRANTIES MADE BY THIRD-PARTY SUPPLIERS WITH RESPECT TO THE THIRD-PARTY COMPONENTS, TMEDY INC’SS WILL PASS THROUGH SUCH THIRD-PARTY SUPPLIER WARRANTIES. ANY AND ALL SUCH WARRANTIES WILL RUN DIRECTLY BETWEEN THE CUSTOMER AND THE RESPECTIVE THIRD-PARTY SUPPLIERS. EXCEPT AS SET FORTH IN SECTION 4(a) ABOVE, TMEDY INC., HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT.
The preceding disclaimers set forth in this Section 4(b) with respect to Third-Party Components shall not modify or limit the express representations, warranties, or covenants set forth in this Agreement with respect to non-Third-Party Components.
Indemnity: Tmedy Inc, will defend, indemnify and hold harmless Customer, its officers, directors, successors, and assigns from and against any third-party claim, action, suit, proceeding, or demand (a “claim”) alleging that the Services or the Site infringe, misappropriate or violate any patent, copyright, trade secret or another proprietary or intellectual property right of a third-party and Tmedy Inc, will pay any damages finally awarded against Customer from any such claim and pay any settlement amount to settle any such claim, so long as Customer (i) notifies Tmedy Inc, promptly upon learning of the claim and concluding that it is a claim subject to the defense and indemnity provided in this Section, and (ii) provides Tmedy Inc, with sole control over the defense or settlement of the claim and, at Tmedy Inc’ss cost and expense, provides Tmedy Inc, such information and assistance to defend or settle the claim as Tmedy Inc’ss may reasonably request. If a claim described above may be or has been asserted, Customer will permit, a’ option and expense, but in any event, the same option as is exercised by Tmedy Inc. for its other customers receiving services from Tmedy Inc’ss substantially similar to the Services for which a claim of infringement has been received, too (i) procure the right for Customer and its Designated Providers to continue using the Services and the Site, (ii) replace or modify the Services or Site to eliminate the infringement while providing functionally equivalent performance, or (iii) if (i) and (ii) above are not, in Tmedy Inc’ss’ sole but commercially reasonable discretion, viable options, terminate the applicable Services. Tmedy Inc’ss will not have any obligation to Customer under this Section if the alleged infringement claim results from (i) the Content, in whole or part, or (ii) the combination of the Site and/or the Service with other items not provided by or through Tmedy Inc unless such items were required for the receipt and use of the Services and the Site. This Section sets forth Tmedy's inc exclusive liability to Customer and Customer’s exclusive remedy against Tmedy Inc’ss with respect to any infringement claims.
Customer Indemnity: Customer agrees to defend, indemnify and hold harmless Tmedy Inc from and against: (i) any third party claim that Tmedy Inc’ use of the Customer Developed Content supplied by Customer in accordance with the provisions of this Agreement constitutes infringement of or otherwise violates any patent, copyright, trade secret or other proprietary right; (ii) any Designated Provider claim that Customer did not have the right to provide Content to Tmedy Inc’ss on a Designated Provider’s behalf; and (iii) any Designated Provider claim that Customer did not have the right to suspend, or to request that Tmedy Inc suspend, the Services for such Designated Provider’s failure to pay Customer in accordance with the agreement between Customer and such Designated Provider and, in each such event, Customer will pay any damages finally awarded against Tmedy Inc. from any such claim so long as Tmedy Inc (y) notifies Customer promptly upon learning of the claim and concluding that it is a claim subject to the defense and indemnity provided in this Section, and (z) provides Customer with sole control over the defense or settlement of the claim and such information and assistance, at Customer’s cost and expense, to defend or settle the claim as Customer may reasonably request. Customer will not have any obligation to Tmedy Inc’s under this Section 5(b) to the extent the alleged infringement claim results in whole or in part from an infringement as contemplated under Section 5(a). This Section sets forth Customer’s exclusive liability to Tmedy Inc and Tmedy Inc, the exclusive remedy against Customer with respect to any claims that are the subject matter of this Section 5(b).
Tmedy Inc and Customer acknowledge that each party may have access to certain of the other party’s confidential and proprietary information and trade secrets (“Information “) in connection with this Agreement. For purposes of this Agreement, “Information” means non-public information including, without limitation (a) business or technical information of a party, including, without limitation, information relating to a party’s software, documentation, source code, object code, modifications to the foregoing, (b) designs, costs, finances, marketing plans, business opportunities, personnel, research, development, know-how; (c) any information designated “confidential” or “proprietary” or which, under the circumstances, should reasonably have been understood to be confidential, proprietary or trade secret information of the disclosing party, and (d) the terms and conditions of this Agreement (including, without limitation, the fees and charges set forth in this Agreement). “Information” does not include information the receiving party can prove (a) is in the public domain or is generally publicly known through no improper action or inaction by the receiving party; (b) was rightfully in the receiving party’s possession or known by it prior to receipt from the disclosing party; (c) is rightfully disclosed without restriction to the receiving party by a third party; or; (d) is independently developed by the receiving party, or for the receiving party by third parties, without the use of the Information of the disclosing party. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party’s Information. For purposes of this Agreement, the database architecture will be deemed to be Tmedy Inc’ Information. The Content will be deemed to be the Customer’s Information. Each party will use the other party’s Information solely to fulfill the purposes of this Agreement. Neither party will disclose, in whole or in part, the other party’s Information to any person, except as may be required by law or court order or to such party’s employees or agents who require access to fulfill the purposes of this Agreement and who are obligated to protect the Information from further use or disclosure. In no event will Customer disclose Tmedy Inc’ Information to any third party, including to any competitor or potential competitor of Tmedy Inc’ without Tmedy Inc’s prior written approval. Each party acknowledges that any unauthorized use or disclosure of the Information may cause irreparable damage to the other party for which monetary damages would be an insufficient remedy, and therefore the other party shall be entitled to seek injunctive relief to enforce this provision.
This Agreement may be terminated by the Customer in accordance with the Agreement. Either party may terminate this Agreement immediately upon notice to the other party without prejudice to any other remedies, if
the other party materially breaches any of its obligations under this Agreement and fails to remedy such breach within thirty (30) days after the non-breaching party demands such cure, or
the other party becomes insolvent or bankrupt, assigns all or a substantial part of its business or assets for the benefit of creditors, permits the appointment of a receiver for its business or assets, becomes subject to any legal proceeding relating to insolvency, reorganization or the protection of creditors’ rights or otherwise ceases to conduct business in the normal course.
Upon the expiration or termination of this Agreement for any reason, Customer will promptly pay Tmedy Inc’ss the Fees that are due and outstanding as of the date of such termination for the Services that Tmedy Inc has performed prior to the date of the termination. The provisions of Sections 2, 3(a), 5, 6, 8, 10, 11, 12, 13, and 14 of this Exhibit “B” will survive the expiration of this Agreement or its termination for any reason.
Tmedy Inc reserves the right to modify or discontinue the Program in its sole discretion upon thirty (30) days’ notices to Customer. To the extent the Program is discontinued, Tmedy Inc will refund a prorated portion of the Fees to the Customer. To the extent the Program is materially modified, Customer may terminate this Agreement by providing written notice to Tmedy Inc’ss not less than 10 days prior to the effective date of such modification of this Agreement or its termination for any reason.
UNDER NO CIRCUMSTANCES WILL TMEDY INC OR ITS RELATED PERSONS OR SUPPLIERS BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF THE CUSTOMER OR ITS SUPPLIERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE WORK PRODUCT, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPLEMENTATION OF OTHER ASSETS), ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE.
Tmedy Inc and Customer each represent and warrant to the other party that they and their respective representatives, (i) are not currently excluded, debarred, or otherwise ineligible to participate in the federal health care programs, (ii) have not been convicted of a criminal offense related to the provision of healthcare items or services and (iii) are not under investigation or otherwise aware of any circumstances which may result in a party or any of the party’s representatives being excluded from participation in federal healthcare programs.
Customer and Tmedy Inc. are independent contractors. Nothing in this Agreement will be construed to make either party an agent, employee, joint venturer, partner, or legal representative of other parties. Any notice or approval required or permitted under this Agreement will be given in writing and will be sent by telefax, courier, or mail, postage prepaid, to the address specified on the cover page of this Agreement or to any other address that may be designated by prior notice.
This Agreement shall be deemed to have been made in, and all matters arising out of or relating to this Agreement shall be construed and governed by the laws of, the United States of America and the State of New Jersey, without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Any legal action or proceeding relating to this Agreement shall be instituted in (a) the state courts in the State of New Jersey, or the United States District Courts, located in Newark, New Jersey (b) before an arbitration panel as specified above, and the parties’ consent to such nonexclusive jurisdiction and venue and waive any objection to jurisdiction or venue in such courts. Neither party may assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the other party’s prior approval. Notwithstanding the foregoing, either party may assign this Agreement without such consent, upon written notice to the other party, to a related or unrelated person in connection with a sale, consolidation, or other reorganization of its business, in whole or in part, including a sale of all or substantially all of its assets or by merger. Further, Tmedy Inc. shall have the right to utilize subcontractors to perform its obligations under this Agreement.
Any waiver, amendment, or other modification of this Agreement or its Exhibits will not be effective unless in writing and signed by the party against whom enforcement is sought. Customer agrees that the terms and conditions of this Agreement shall remain strictly confidential, provided that Customer may disclose such information to its attorneys, accountants, and to investors, lenders, and potential acquirers subject to appropriate non-disclosure terms and conditions at least as protective as those contained in this Agreement.
This Agreement and its Exhibits constitute the complete and exclusive statement of the terms, conditions, and representations of the agreement between Tmedy Inc. and Customer with respect to the Services and the subject matter of this Agreement and supersede all prior or simultaneous, written or oral negotiations, representations, correspondence, understandings, and agreements between the parties with respect to the subject matter hereof. If any provision of this Agreement is held to be unenforceable, this holding will not affect the validity of the other provisions of this Agreement. Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts or omissions, laws or regulations, labor strikes or difficulties, or transportation stoppages.
Background: Pursuant to these T&Cs, Tmedy Inc. makes its proprietary Services available to you for free, for your use in your applications and/or website(s). Your usage of a Service must be in accordance with these T&Cs.
Your Account at its discretion: We may require you to create an account, with one (1) corresponding e-mail address (which Tmedy Inc. may use, at its sole option, as a method of communication with you, including as a non-exclusive means of providing you any notices which might be given under these T&Cs), and obtain an access key and other related credentials (collectively “Credentials”) to use a Service. You are responsible for maintaining the confidentiality of your Credentials. You are responsible for all activities that occur by anyone using your Credentials, regardless of whether the activities are undertaken by you, your employees, or a third party (including your contractors or agents) and, except to the extent caused by our breach of these T&Cs, we and our affiliates are not responsible for unauthorized access to your Credentials. You will contact us immediately if you believe an unauthorized third party may be using your Credentials or if your Credentials are lost or stolen.
License: Tmedy Inc grants you a non-exclusive, non-assignable, non-sublicensable, revocable limited license to access, use, publicly perform, and publicly display the Services you elect to access and use as such Services are provided by TMEDY and in the manner permitted by these T&Cs. Tmedy Inc. reserves all rights not expressly granted in these T&Cs and you may not use a Service in any manner not expressly authorized in these T&Cs.
End-User Terms of Use: End-Users shall only be entitled to use a Service if they accept the then-current End-User Terms of Use located at http://www.Tmedy Inc..com/content/Tmedy-terms-of-service-tools (the “End-User Terms of Use”). TMEDY reserves the right to amend and/or replace the End-User Terms of Use and the form and manner as presented as part of the Service. You must present the End-User Terms of Use to End Users in its unmodified form. For purposes of these T&Cs an “End-User” shall be defined as any individual or entity that directly or indirectly through another user: (a) accesses or uses a Service through one of your websites or applications; or (b) otherwise accesses or uses a Service under your account. The term “End-User” does not include individuals or entities when they are accessing or using a Service under their own account with Tmedy Inc, rather than your account.
End-User Support: You are responsible for providing customer service (if any) to End-Users. We do not provide any support or services to you or End-Users
Violations: You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to these T&Cs or use of a Service. You are responsible for End-Users’ use of a Service. You will ensure that all End-Users comply with your obligations under these T&Cs and that the terms of your agreement with each End-User are consistent with these T&Cs. If you become aware of any violation of your obligations under these T&Cs by an End-User, you will immediately terminate such End-User’s access to the applicable Service.
Termination: Tmedy Inc. may terminate these T&Cs and/or the provision of any or all of the Services at any time, for any reason, with or without notice, including without limitation upon the occurrence of a violation of these T&Cs as set forth in the preceding Section. You may terminate these T&Cs for any reason, with or without notice, by ceasing your use of the Service(s) and destroying any Tmedy Inc. materials provided to you as part of the Service(s).
Suggestions: If you and/or any End-User provide any Suggestions to us or our affiliates, we will own all rights, titles, and interests in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all rights, titles, and interests in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions. For purposes of these T&Cs the term “Suggestions” means all suggested improvements to a Service that you and/or any End-User provide to us.
Restrictions: Except as expressly authorized by Tmedy Inc., you will not:
Decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code from a Service;
Use a Service to process or generate data for any third party (other than for End-Users as expressly permitted hereunder);
Use a Service in conjunction with any commercial application not publicly available without charge;
Interfere or disrupt Tmedy Inc. servers or networks, or disobey any network access or security requirements, policies, procedures, or regulations of Tmedy Inc. (including the enabling of any viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancelbots, adware, spyware or other computer programming routines designed or intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information);
Use a Service with any content or product that falsely expresses or implies that such content or product is sponsored or endorsed by Tmedy Inc.
Use a Service as a means to engage in conduct that reflects poorly upon, disparages, or devalues TMEDY’s reputation or goodwill, as determined in Tmedy Inc.'s sole discretion, including without limitation using a Service in conjunction with a site or application which contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age.
Usage Data: Tmedy Inc. servers record information when you visit Tmedy Inc. websites or when applications and/or Credentials call or invoke a Service. This information may include, without limitation, the URL, IP address, browser type, credentials, and access times and dates. Tmedy Inc. may use this information to promote, operate, and improve Tmedy Inc. services, products, and properties.
Proprietary Rights: You acknowledge and agree that the Services are works for purposes of copyright law, and embody valuable, confidential, trade secret information of Tmedy Inc, the development of which required the expenditure of substantial time and money. As between you and Tmedy Inc retains exclusive ownership of any and all rights, title, and interest (including all intellectual property rights) in the Services, and you shall not acquire any rights, express or implied, in the foregoing by virtue of these T&Cs other than otherwise expressly set forth herein. For purposes of these T&Cs, the term "Trademarks" means all trademarks, trade names, service marks, logos, and domain names, along with any other distinctive brand features of Tmedy Inc. or its suppliers. All use by you of Trademarks shall inure to the benefit of Tmedy Inc. Further, you shall not (a) display a Trademark as the most prominent element on any page of your website or application; (b) display a Trademark in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Tmedy Inc. as determined by Tmedy Inc. in its sole discretion; or (c) remove, distort or alter any element of a Trademark.
Warranties: You warrant that the information you provided at the time of your registration to obtain access to the Services was true and accurate and that you will, during the term of these Terms of Service, maintain such information to continue to be true and accurate
THE SERVICE(S) ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. TMEDY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST INFRINGEMENT, ACCURACY, OR NON-INFRINGEMENT. TMEDY DOES NOT REPRESENT OR WARRANT THAT THE SERVICE(S), OR ANY PORTION THEREOF, IS OR WILL BE FREE OF DEFECTS OR ERRORS (OR THAT ANY SUCH DEFECTS OR ERRORS WILL BE CORRECTED), VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MEET YOUR REQUIREMENTS, OR CAPABLE OF BEING INTEGRATED INTO OR WITH YOUR COMPUTER SYSTEM, APPLICATIONS OR NETWORK. FURTHER, TMEDY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE(S), OR ANY PORTION THEREOF, IN TERMS OF THEIR RESPECTIVE CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE T&Cs. IF THIS EXCLUSION IS HELD UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO A PERIOD OF FIFTEEN (15) DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.
NEITHER TMEDY NOR ITS AFFILIATES NOR ANY OF THEIR SUPPLIERS OR LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THE POSSESSION OF, ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE A SERVICE, OR ANY PORTION, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DATA LOSS, COST OF PROCUREMENT FOR SUBSTITUTE GOODS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF TMEDY INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY.YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR PARTICIPATION IN AND USE OF A SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGE SUSTAINED TO YOUR COMPUTER SYSTEM, NETWORK, OR DATA RESULTING FROM SUCH PARTICIPATION OR USE.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim or action concerning: (a) your or any End-Users’ use of a Service (including any activities under your Credentials and use by your employees and personnel), including any third-party claim or action, arising from or in any way related to your access to or use of a Service (including claims related to Your Content and any use of a Service with software, data, content, systems, or other technology not provided by Tmedy); (b) breach of these T&Cs or violation of applicable law by you or any End-User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content (including without limitation any alleged infringement of a patent, copyright, trademark, trade secret, or other intellectual property right) or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End-User. If we or our affiliates or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employee and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates. We will use commercially reasonable efforts to promptly notify you of any such claim, but our failure to promptly notify you will only affect your obligations under this Section to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time. For purposes of these T&Cs the term “Your Content” refers to any content that you or any End-User (a) run or place on a website or application from which a Service can be accessed, (b) cause to interface with the access to, or proper functioning of, a Service, or (c) upload to a Service under your account or otherwise transfer, process, use or store in connection with your account.
Access to particular Services selected by you and use of same is further subject to those additional terms and conditions set forth below in this Section, as applicable to the particular Service Please read the applicable additional terms & conditions carefully as they include usage limits and additional restrictions that may impact your plans for development.
Access to particular Services selected by you and use of same is further subject to those additional terms and conditions set forth below in this Section, as applicable to the particular Service Please read the applicable additional terms & conditions carefully as they include usage limits and additional restrictions that may impact your plans for development.
Any calendar day (based on Eastern Standard Time) you may not exceed 10,000 Doctor Search queries. If you exceed this limit Tmedy Inc. may, at its discretion, suspend or terminate your access to this Service; and (ii) You will only use the Doctor Search Widget in connection with the URL(s) you identified at the time you registered for access to the Service.
Modifications: Tmedy Inc. reserves the right to change or modify these T&Cs and/or the Service(s) (including, without limitation, the right to deny access to any or all of the Service(s) at any time, with or without reason). Please check these Terms of Use periodically for changes. Your continued use of a Service following the posting of any changes to these T&Cs constitutes acceptance of those changes.
Force Majeure: We and our affiliates will not be liable for any delay or failure to perform any obligation under these T&Cs where the delay or failure results from any cause beyond our reasonable control, including Acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
Independent Contractors: Non-Exclusive Rights. We and you are independent contractors, and neither party nor any of their respective affiliates are an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for its products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services
Publicity: You will not issue any press release or make any other public communication with respect to these T&Cs or your use of a Service. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by these T&Cs. You acknowledge and agree that Tmedy Inc may make any public statements regarding the existence of these Terms of Use or the relationship described herein, without your consent.
No Third-Party Beneficiaries: These T&Cs do not create any third-party beneficiary rights in any individual or entity that is not a party to these T&Cs.
Export Restrictions: You agree to comply with all export and import laws and restrictions and regulations of the United States or any foreign agency or authority, and not to export or re-export a Service or any direct product thereof in violation of any such restrictions, laws, or regulations, or without all necessary approvals.
Equitable Remedies: You acknowledge and agree that monetary damages may be insufficient to compensate Tmedy Inc. for an actual or anticipated breach of these Terms of Use by you. You agree that in such circumstances Tmedy Inc. shall be entitled to seek equitable remedies (including preliminary and permanent injunctions), in addition to any other remedies available to Tmedy Inc. at law or hereunder.
Statute of Limitations: 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 use of a Service or these Terms of Use must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
Consent to Further Contacts: You agree that Tmedy Inc. may contact you with respect to these Terms of Use, any other Tmedy Inc. products and services, and in relation to any marketing-related purposes.
Assignment: You will not assign these T&Cs, or delegate or sublicense any of your rights under these T&Cs, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, these T&Cs will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
No Waivers: The failure by us to enforce any provision of these T&Cs will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
Severability: If any portion of these T&Cs is held to be invalid or unenforceable, the remaining portions of these T&Cs will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these T&Cs but the rest of these Terms of Use will remain in full force and effect.
Language: All communications and notices to be made or given pursuant to these T&Cs must be in the English language.
Governing Law: Venue. The laws of the State of New jersey, without reference to conflict of law rules, govern these T&Cs and any dispute of any sort that might arise between you and us. Any dispute relating in any way to a Service or these T&Cs will be adjudicated in any state or federal court in New jersey. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state or federal court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to these Terms of Use.
Notices: You understand and agree that Tmedy Inc. is an online service and that you are transacting with Tmedy Inc. electronically. Tmedy Inc. shall provide electronic notices by posting them on this website and/or by sending an email to any account associated with your Credentials.
Entire Agreement: These Terms of Use constitute the entire agreement between Tmedy Inc. and you with respect to the subject matter of these Terms of Use and supersedes all prior agreements, understandings, and communications between Tmedy Inc and you with respect to such subject matter. Other than as expressly provided in Section 16 above, no modification or amendment to these Terms of Use shall be effective unless in a writing and signed by Tmedy Inc
Survival: Any term or condition of these Terms of Use that by its nature would logically survive termination or expiration of these Terms of Use, including but not limited to protections of proprietary rights, indemnifications, and limitations of liability, shall survive such termination or expiration.