1. Accessing our Site
1.1 Protected Services
Our Site is protected by technical measures intended to safeguard the confidentiality, integrity, and accessibility of sensitive information our users store and share using our Site ("Protected Services"). One such safeguard is requiring each user to be authenticated by means of authorization (called "Credentials"), such as unique identifiers, API keys, passwords, and the like. In order to obtain Credentials, you must provide certain information about yourself. If you are registering for, accessing or using, or attempting to access or use, a Protected Service on behalf of, or for the benefit of, someone other than yourself - such as your employer, client or customer (each, a "Principal") - you must also identify and provide information about each Principal.
Your Credentials are unique to you. You should immediately notify us by clicking the "Need Help Logging in" button on the login page, if your Credentials have been stolen or compromised. You are responsible for all activities that occur under your Credentials until you have properly notified us that your Credentials have been stolen or compromised. Further, you represent, warrant, and covenant that:
- the information you submit in obtaining your Credentials is complete and accurate and identifies you and the name of each of your Principals;
- you will not share your Credentials with anyone else;
- you will not circumvent, or attempt to circumvent, any technical measures that we have put in place to safeguard the Protected Services;
- you will not, without Healthgram's prior written approval, access or use, or attempt to access or use, any portion of the Protected Services other than with (i) a commercial browser (such as Chrome, Internet Explorer or Mozilla Firefox); (ii) an application made for mobile or handheld device(s) that is developed and distributed by us; or, (iii) our application programming interface ("API") using Credentials issued to you directly by us, and only us; and,
- You will not access or use, or attempt to access or use, a Protected Service without validly-issued active Credentials.
We reserve the right to suspend or terminate your access to any Protected Service at any time, with or without cause or notice. We shall not be liable to you in any way if we suspend or terminate your access to a Protected Service or our Site.
1.2 Additional Safeguards
To further protect the stability of our Site as well as the confidentiality, integrity, and availability of the information housed and shared on our Site, you agree that you will not, nor will you attempt to:
- access, use, or disseminate our Site, nor any information or files accessible via our Site, in a manner that violates any applicable law or regulation or the rights of any individual or entity;
- sell or transfer any information included in our Site or use such information to market any product or service - including by sending, or facilitating the sending of, unsolicited emails or so-called "spam;"
- probe, scan, or test the vulnerability of our Site, or of the system or network supporting our Site, or circumvent any security or authentication measures;
- disable, bypass, defeat, avoid, remove, deactivate, or otherwise circumvent any technical measures we have implemented to safeguard the stability of our Site, or the confidentiality, integrity, or availability of any information, content, or data hosted or housed on our Site;
- introduce to our Site any software, code or other device that in any way (i) permits unauthorized access to our systems or any software, hardware, files, or data located thereon; (ii) disables, damages, or otherwise interferes with or adversely affects the operation of our systems or any software, hardware, files, or data located thereon; or, (iii) overburdens or interferes with the proper functioning of our Site;
- disassemble, decompile, or reverse engineer our Site;
- disable or circumvent our API usage safeguards, including safeguards designed to regulate the nature or amount of data you are permitted to extract from our Site, or the frequency of which you may access such data; or make calls to our API other than those authorized in our API documentation;
- remove any copyright, trademark, or other proprietary rights notices contained in or on our Site; or,
- engage in any activity other than those expressly permitted in these Terms and your User Agreement(s).
1.3 Use of the Site by and on behalf of Minors
You are not eligible to use our Site (including obtaining a Credential or entering into a User Agreement) unless you are at least 18 years old and otherwise have the legal capacity to enter into a binding contract in your jurisdiction.
If you are the parent or guardian of an unemancipated minor, you may use the Site and enter into a User Agreement on behalf of such minor. By doing so, you represent and warrant that you have the legal capacity to act on behalf of such minor; and you acknowledge and agree, in such capacity, that all provisions of these Terms (and User Agreement, if applicable) that apply to you are equally applicable to such minor.
1.4 Lawful Access Only
You may not use our Site in any jurisdiction where offering, accessing, or using our Site would be illegal or unlawful.
2. Nature of the Content Appearing on our Site
Our Site may include text, data, graphics, images, video, or other content (collectively, "Content") created by us or third parties, including other users, professionals, partners, advertisers, sponsors, consumers, and governmental agencies. The Content is provided for general informational purposes, but should not be relied upon for personal, professional, medical, or regulatory decisions. We do not ensure the completeness, timeliness, or accuracy of the Content.
2.2 Ratings; Surveys; Comments; User-Submitted Content
Our Site may allow you to access email/messaging modules, chat services, surveys, and other forums where various users can share information, opinions, chats, and other Content. We generally do not pre-screen or monitor user-submitted Content, and such Content may simply represent a user's opinion or Content a user finds interesting. Our Site may also include survey results, ratings, or testimonials ("Evaluations") from patients, clients, or other customers ("Patients") of healthcare professionals ("Professionals") that may endorse, recommend, critique, analyze, evaluate, or otherwise describe the Professionals and the nature or quality of the services received by such patient, client, or customer. Such Evaluations are anecdotal first-hand accounts of individual Patients, and are neither professional judgments nor the product of medical science. Such Evaluations do not in any way constitute or imply our endorsement or recommendation of any Professional. Further, Evaluations are subject to errors and biases that are common in anecdotal first-hand accounts, and should not to be presumed to be reliable or error-free.
2.3 Directories: Physicians, Consultants, and Other Professionals
Our Site may include listings and directories ("Directories") to help your Professionals. The Directories are provided for your convenience. The Directories are not comprehensive, but rather generally represent Professionals who use our Site and who have chosen to participate in the Directories. Further, we do not evaluate any Professional and the listing of a Professional does not in any way constitute a recommendation of such Professional. Before obtaining services or treatment from any Professional listed in a Directory, you should take the same care you would under any other circumstance, including by confirming licensure and specialty certifications. The Professionals are solely responsible for the appropriateness and quality of the services they provide. Additionally, the Directories rely on information submitted by Professionals themselves. Unless Professionals provide us with current information, the Directory information may not be timely or accurate. You should confirm such information before obtaining services or treatment from a Professional. As a convenience, the Site may permit you to request an appointment with a Professional. However, Professionals are responsible for maintaining their own schedules, and we cannot ensure that any given Professional will be available, nor that such Professional will not cancel their appointment.
Our Site does not include any advertisements or promotional messages of an kind.Â The site may not be used to promote any product or service, of any kind.
2.5 Links to Other Sites
Our Site may contain hyperlinks (including hyperlinked Ads) to websites operated by third parties, or to materials or information made available by third parties. Such links do not constitute or imply our endorsement of such third parties, the content of their sites, the suitability, efficacy, safety or quality of their products or services, or the information privacy or security practices of their websites.
2.6 No Medical Advice
Some Content may include health- or medical-related information. Such Content is provided for general informational purposes only. We do not directly or indirectly practice medicine, render medical advice, or dispense medical services, via our Site or otherwise, and nothing contained in our Site should be intended to be a medical diagnosis or treatment. No medical professional/patient relationship is created by your use of our Site or the Content. Always seek the advice of your physician or other qualified health professional with any questions you may have regarding a medical condition, and never disregard professional medical advice or delay seeking treatment based on any Content or other information included in the Site. If you think you may have a medical emergency, call your healthcare professional or your local emergency number (usually 911) immediately.
2.7 Clinical Decision Support Information
If you are a Professional, the Content may include information to assist you in clinical decision-making. This may include information and reminders concerning drug interactions, allergies, dosages, as well as general healthcare related information and resources, such as assessments. We may also provide forums for our users to exchange information. The information and materials available through our Site are for informational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment.
Please understand that only a licensed Doctor of Medicine (MD), Nurse Practitioner (NP), or Family Nurse Practitioner (FNP) may e-prescribe drugs including, but not limited to, controlled substances.
2.8 No Legal or Regulatory Advice
Some Content may include regulatory related information pertaining to you or your business. Such Content is provided for informational purposes only. We are not providing legal or regulatory advice and no attorney/client relationship is created by your use of our Site or the Content. Accordingly, always seek the advice of your attorney or advisor with any questions you may have regarding a law, regulation, or dispute.
3. Your Interactions and Communications with Us and Our Site
3.1 Visiting Our Websites; Signing-Up for Our Site; Emailing Us
As part of providing our Site to you, we may need to provide you with certain communications, such as service announcements and administrative messages. Such communication may be by email, instant message, a posting on our Site, or some other mechanism. You consent to receive such communications from us electronically. If you have submitted information to us through the Site or registered for one or more of the Protected Services, our responses to you or our Service announcements and administrative messages are considered part of the Site themselves, from which you may not be able to opt-out.
You agree that all agreements, notices, authorizations, disclosures, and other communications that we provide to you electronically, as well as any acceptances, agreements, consents, or authorizations that you provide to us electronically, satisfy any and all legal requirement(s) that such communications be in writing.
3.2 Removal of Content
You understand and agree that at any time we may, but are not obligated to, monitor, edit, or remove any Content for any or no reason. We are not responsible, however, for any delay or failure in removing any Content.
3.3 Reporting Violations
We may provide you with tools with which to report violations of the Community Standards or other provisions of these Terms. Notwithstanding the availability of such tools, you acknowledge and agree that we are under no obligation to take any action with respect to any such report.
If you submit to us any ideas, suggestions, or proposals (collectively, "Suggestions") relating to our Site or other products or services by any means - such as through "Contact Us," by email or other communication channels, one of our communities or user forums, or to our customer support or other personnel - (1) we are under no obligation of confidentiality, express or implied, with respect to such Suggestions; (2) we are entitled to use or disclose (or choose not to use or disclose) such Suggestions in any way and for any purpose; (3) such Suggestions automatically become our property without any obligation; and, (4) you are not entitled to any accounting, compensation, or reimbursement of any kind from us under any circumstances.
Except for your Content, as between you and us, all right, title, and interest in and to our Site, the Content, and the structure, organization, and arrangement thereof, are and remain the exclusive property of us and our licensors. Except for the limited specific rights we expressly grant you above, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, exploit, or otherwise use our Site or any Content without our prior written consent.
We reserve the right to monitor any and all use of our Site, and investigate any activity we suspect violates these Terms, a User Agreement, our rights or interest, or the rights or interests of any person or entity.
We reserve the right, to the fullest extent permitted under law, to cooperate with any governmental authority or third party investigating conduct that may be illegal or harm any individual or entity or violates their respective rights. If, for example, a user threatens to physically harm another user or any other individual, we reserve the right to fully cooperate with law enforcement authorities and the threatened individual. You hereby consent to our cooperation in such investigation.
You will indemnify, defend, and hold harmless Healthgram and any of its affiliates, officers, directors, employees, agents, representatives, partners, and licensors from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, or expenses, including attorneys' fees, costs, and disbursements, arising out of or in any way connected with your use of our Site.
4.4 Disputes; Governing Law; Jurisdiction
The interpretation of these Terms and the resolution of any disputes arising under these Terms shall be governed by the laws of the State of North Carolina, without regard to its conflict of laws provisions. These Terms shall not be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly disclaimed. If any action or other proceeding is brought on or in connection with these Terms, you agree to submit to the personal jurisdiction of the state and federal courts located in the City of Charlotte and County of Mecklenburg in the State of North Carolina, and agree not to bring any action relating to the use of our Site or to these of these Terms in any court in any jurisdiction other than the state or federal courts located in the county of Mecklenburg, State of North Carolina. We shall have the right to commence and prosecute any legal or equitable action or proceeding before any US or non-US court of competent jurisdiction to enforce these Terms or to protect our or any third party's rights in our Site or any data, information, or other content made available via our Site. You hereby waive any right to a jury trial. You also agree that we may bring suit in court to enjoin any violation of these Terms without the posting of a bond or security, in addition to whatever remedies we might have at law. In any dispute between you and us where we prevail, we shall be entitled to recover our reasonable attorney fees, court costs, disbursements, and other legal expenses.
You agree and acknowledge that we may suspend or terminate your authorization to access any of our Site, with or without notice or cause, for any or no reason, and without any liability to you. Sections 4.1 through 4.14 shall survive any termination or expiration of these Terms.
4.6 Disclaimers and Limitations on Liability
ACCESS TO OUR SITE AND THE INFORMATION AND CONTENT CONTAINED THEREON IS PROVIDED "AS IS" AND "AS AVAILABLE" AND WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR FREE, OR WITHOUT BREACHES OF SECURITY, AND YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON OUR SITE OR THE INFORMATION IN OUR SITE, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. WE EXPRESSLY DISCLAIM ANY LIABILITY WITH RESPECT TO ANY INJURY CAUSED BY ANY USER, OR ANY DAMAGE SUFFERED BY ANY USER, AS A RESULT OF THE ACTIONS OR INACTIONS OF ANY OTHER USER. IF YOU ARE DISSATISFIED WITH OUR SITE OR ANY CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING OUR SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO IN THESE JURISDICTIONS THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE USER.
4.7 Risks You Assume
WITHOUT LIMITING ANY OF THE OTHER RISKS WE HAVE DISCLOSED TO YOU IN THESE TERMS, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF OUR SITE, INCLUDING ANY CONTENT YOU SUBMIT TO US AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE AND ACCESS TO OUR SITE AND THE INFORMATION AND CONTENT CONTAINED THEREIN, AND ANY SITES LINKED THROUGH OUR SITE AND ANY DATA TRANSMITTED THROUGH OUR SITE IS AT YOUR SOLE RISK. ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY TO YOU FOR OR RELATING TO ANY OF YOUR ACTIONS, INCLUDING THE PUBLICATION OF ANY CONTENT YOU SUBMIT OR OUR EXERCISE OF THE RIGHTS YOU GRANT TO US WITH RESPECT THERETO.
4.8 Limitation of Liability
IN NO EVENT SHALL WE OR ANY OF OUR SUBSIDIARIES OR AFFILIATES, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (COLLECTIVELY, THE "HEALTHGRAM ENTITIES") BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF INFORMATION, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, OUR AGGREGATE LIABILITY IN RESPECT OF ANY CLAIM OR ACTION YOU MAY BRING AGAINST US OR ANY OF THE HEALTHGRAM ENTITIES, REGARDLESS OF FORM OF ACTION OR THEORY OF LIABILITY, SHALL BE LIMITED TO THE GREATER OF: (1) ONE HUNDRED UNITED STATES DOLLARS (US $100), OR, (2) THE AGGREGATE FEES ACTUALLY PAID BY YOU TO US FOR THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM OR ACTION. YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR UNSUSPECTED.
If any provision of these Terms is deemed invalid or unenforceable, then: (a) that provision shall be construed to the extent necessary to make it valid and enforceable in such a manner as comes closest to preserving the intentions of such provision; and, (b) the remaining provisions shall remain in full force and effect.
4.10 No Waiver
Our failure at any time to require performance by you of any provision of these Terms shall in no way affect our right to enforce such provision, nor shall the waiver of any breach by you of any provision herein constitute a waiver of any succeeding breach or the provision itself.
For the purpose of these Terms, "you" means the individual user of our Site. If your access or use of our Site is, directly or indirectly, on behalf of one or more third parties (such as, without limitation, your employer or client, or your employer's client, if your employer has been engaged to access our Site (any such employer, client or other third party, a "Principal")), then "you" also refers to such Principal. If you are using our Site on behalf of a Principal, (a) you represent and warrant that you have the authority to bind, and have bound, such Principal to these Terms; and, (b) you agree to be jointly and severally liable for any breach of these Terms by Principal.
"Healthgram", "we", "our", and "us" means, collectively, Healthgram, Inc. and our current and future subsidiaries and affiliates.
In addition, the words "include", "includes", and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." The word "or" shall be construed to have the same meaning and effect as "and/or." The words "herein", "hereof", and "hereunder," and words of similar import, shall be construed to refer to these Terms. The headings used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.
These Terms, together with your User Agreement(s), constitute the entire agreement between you and Healthgram regarding any services accessed via our Site, and supersede all previous communications, representations, or understandings, either oral or written, relating to the subject matter hereof; provided, however, (a) in the event of an express conflict between any specific provision included in these Terms and an express provision in a User Agreement, the provision set forth in User Agreement shall prevail; and, (b) these Terms shall cover all rights, obligations, terms and conditions not expressly addressed in such User Agreement.
4.12 Electronic Contracting
Your use of our Site includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.
We may freely assign these Terms in connection with a merger, acquisition, sale of assets, or by operation of law or otherwise.
We may update or change our Site or the provisions set forth in these Terms from time to time and recommend that you review these Terms on a regular basis. You understand and agree that your continued use of our Site after these Terms have been updated or changed constitutes your acceptance of the revised Terms. Without limiting the foregoing, if we make a change to these Terms that materially affects your use of the Site, we may post notice or notify you via email or our website(s) of any such change. The most current version of the Terms shall govern and supersede all previous versions.
Date of Last Revision: 2/4/2019