TERMS OF USE | MDRisks

Date of Last Revision: December 10, 2020

MDRisks, Inc. (hereinafter, together with any subsidiaries and affiliates, the “Company”) has created this notice in order to inform you, as the user of, and/or purchaser of a license to use, one or more products and services offered by the Company (including, without limitation, our website and all of its contents, including software applications, web platforms and tools, any applications for mobile devices, and any associated products or services whether existing now or in the future) (collectively, the “Platform”), of important terms and conditions which govern your use of the Platform (the “Terms of Use”).

The Terms of Use is part of, and incorporates by reference, all of the terms and conditions set forth in any other agreements between you and the Company, including the Privacy Policy which applies to all users, and the End User License Agreement (“EULA”) which applies to holders or purchasers of licenses to use free or fee-based subscriptions, products, or services provided by the Company through the Platform. Nothing in the Terms of Use or the Privacy Policy will (a) expand your rights, or the Company’s obligations, under the EULA or (b) modify or otherwise affect any terms and conditions of the EULA or the rights of the Company under the EULA. The Company reserves the right, at any time and without notice, to change, modify, add to, or delete portions of the Terms of Use, Privacy Policy, or EULA, simply by making such change on the Platform where it appears.

Please read the Terms of Use carefully in order to ensure that you understand, agree to, and accept all of the terms and conditions in their entirety. By using or accessing the Platform in any way, you acknowledge that you understand, agree to, and accept, without limitation, qualification, or modification, all of the following terms and conditions as follows:

Limited License. Provided you comply with these Terms of Use, the Company grants you a personal, non-exclusive, non-transferable, limited, revokable privilege to access and use the Platform. Access to certain areas, functions, software, and tools on the Platform may also require a paid subscription or other fee for license, and additional terms and conditions will apply under the EULA. The Company reserves the right to take whatever action or actions it deems necessary or appropriate to enforce these Terms of Use or to establish, exercise, protect, or enforce any of its rights arising hereunder or otherwise.
Intellectual Property. All text, graphics, user interfaces, visual interfaces, information, documents, materials, photographs, trademarks, logos, sounds, music, artwork, software, tools, computer code, methods, downloads, or any other content contained on or derived from the Platform, including, without limitation, the design, structure, selection, coordination, expression, “look and feel”, and arrangement thereof provided by the Company, and any associated products or services, including, without limitation, our software applications, web platforms and tools, applications for mobile devices, portions and features, access to which may require payment or a subscription and additional terms and conditions under the EULA, are protected by any applicable copyright, patent, trademark, trade secret, and trade dress laws, and various other intellectual property rights and unfair competition laws. Nothing herein should be construed as conferring any license or other rights in or to the intellectual property or other proprietary rights of the Company, its affiliates, or any third party, whether by estoppel, implication, or otherwise. The Company reserves all rights not expressly granted to you under these Terms of Use. It is the Company’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users of the Platform who infringe upon our copyrights, trademarks, or any other Company intellectual property.
Name, Logo, and Trademarks. The trademarks, logos, and service marks (collectively, the “Trademarks”) displayed on the Platform are registered and unregistered Trademarks of the Company and others. Nothing contained on the Platform or in these Terms of Use should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform without the prior written consent of the Company or such third party that may own the Trademarks displayed.
Your Use of the Platform.
1. You may not access, acquire, copy, or monitor any portion of the Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Platform, for the purpose of obtaining or attempting to obtain any materials, documents, or information through any means not purposely made available through the Platform. The Company reserves the right to bar any such activity.
2. You may not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any Company server, by hacking, password “mining”, or any other illegitimate means.
3. You may not reverse look-up, trace, or seek to trace any information on any other user of the Platform, or any other customer of the Company, including, without limitation, any account not owned by you, to its source, or exploit the Platform or any of the contents thereof in any way where the purpose is to reveal any information, including, without limitation, personal identification or information, other than your own information, as provided for by the Platform.
4. You may not use the Platform for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of the Company or others.
5. You may not use the Platform for any purpose or in any way which is in violation of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) or the HIPAA Standards for Privacy of Individually Identifiable Health Information (the “Privacy Rule”).
User Content. You are solely responsible for any content you add to the Platform, including but not limited to posts, comments, photographs, uploads, links, designs, documentation, data, or any other materials (the “User Content”). User Content may not infringe upon any person or entity’s privacy or intellectual property rights including copyrights, trademarks, patents, or trade secrets. User Content may not contain any illegal, pornographic, offensive, threatening, violent, abusive, or fraudulent content. Further, it may not be spam, computer-generated, or contain advertising, malware, viruses, or the like. It is the Company’s policy, in appropriate circumstances and at its discretion, to investigate reports of User Content violations, to delete User Content in violation of the foregoing, and to potentially disable and/or terminate the account in question. The Company responds to notices of alleged copyright infringement under the United States Digital Millennium Copyright Act, and if you believe your intellectual property rights have been infringed upon, please notify us and we will investigate. Notwithstanding the foregoing, the Company is not responsible for any User Content posted on the Platform at any time, or for monitoring any User Content.
Other Restrictions; Void Where Prohibited. You may not: (a) use the Platform for other than its intended purposes; (b) use the Platform for any marketing, selling, or other commercial uses; or (c) make any derivative uses of the Platform. You may not modify, adapt, hack, reverse engineer, decompile, or disassemble the Platform or any source code or object or executable code, or any part thereof, or cause or permit any third party to do so. Although the Platform is accessible worldwide, not all features of the Platform are available to all persons or entities or in all geographic locations, or appropriate or available for use outside the United States. The Company reserves the right to limit, in its sole discretion, the provision and quantity of any feature to any person, entity, or geographic area. Any offer for any product or service made on the Platform is void where prohibited.
Accounts, Passwords, and Security. Accessing certain features of the Platform may require you to open an account (including, without limitation, setting up a username and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including, without limitation, your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify the Company immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by the Company or any other user of the Platform due to someone else using your username, password, or account as a result of your failing to keep your account information secure and confidential. You may not use anyone else’s username, password, or account at any time. The Company cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
Your Representations. You represent that you are at least 18 years of age and have attained the age of majority in the state in which you reside, and any information or data that you submit to us in connection with your use of the Platform is true, correct, and accurate in all respects. In the event that any such information or data changes, you will promptly contact us to advise us of the change and provide us with the updated information or data.
Links. While the Platform may include links providing direct access to independent third-party websites not owned, operated, or controlled by the Company, the Company makes no representations or warranties whatsoever and takes no responsibility for the content or information contained on these websites or the products or services offered on or through these websites. Furthermore, the Company does not exert any editorial or other control over these websites. All such links provided on or in the Platform are intended solely for the convenience of users of the Platform and do not represent any endorsement, advertisement, or sponsorship of these websites or any products or services offered on or through such websites. Your linking to any of these websites is at your own risk.
Medical Disclaimer. THE PLATFORM, ITS CONTENT, AND THE PRODUCTS AND SERVICES ARE NOT A MEDICAL DEVICE AND ARE NOT INTENDED TO PROVIDE, AND DO NOT PROVIDE, MEDICAL ADVICE, OR DIAGNOSE ANY PERSON’S HEALTH CONDITION, OR RECOMMEND ANY COURSE OF ACTION OR ANY MEDICAL TREATMENT AT ANY TIME. IN ADDITION, THEY ARE NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, JUDGMENT, DIAGNOSIS, OR TREATMENT. THE PLATFORM, ITS CONTENT, AND THE PRODUCTS AND SERVICES ARE REFERENCE TOOLS THAT ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY AND ARE INTENDED TO BE ADJUNCTS TO TRADITIONAL INFORMATION SOURCES. THE PRACTICE OF MEDICINE IS A COMPLEX PROCESS THAT INVOLVES THE SYNTHESIS OF INFORMATION FROM A MULTIPLICITY OF SOURCES. THE INFORMATION PROVIDED BY THE PLATFORM, ITS CONTENT, AND THE PRODUCTS AND SERVICES DELIVER INFORMATION SIMILAR TO THAT OF A TEXTBOOK AND ARE BUT ONE OF THE SOURCES THAT MAY BE USED TO OBTAIN INFORMATION. THE COMPANY ACCEPTS NO RESPONSIBILITY FOR THE CORRECTNESS OF ANY TREATMENT PLAN OR COURSE OF ACTION MADE BY ANY PERSON OR ENTITY BASED IN WHOLE OR IN PART UPON INFORMATION OBTAINED FROM THE PLATFORM, ITS CONTENT, OR THE PRODUCTS AND SERVICES, THE USE THEREOF, OR ANY INFORMATION PROVIDED THEREBY. THE USE OF THE PLATFORM, ITS CONTENT, AND THE PRODUCTS AND SERVICES AND RELIANCE ON ANY INFORMATION PROVIDED THEREBY IS SOLELY AT ONE’S OWN RISK. IF A NON-HEALTHCARE PROVIDER IS USING THE PLATFORM, ITS CONTENT, OR ANY PRODUCTS AND SERVICES FOR THEIR OWN PERSONAL USE, SUCH PERSON SHOULD NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BASED ON THE PLATFORM, THE CONTENT, OR THE PRODUCTS AND SERVICES, THE USE THEREOF, OR ANY INFORMATION PROVIDED THEREBY. SUCH PERSON SHOULD PROMPTLY CONTACT THEIR OWN HEALTH CARE PROVIDER REGARDING ANY MEDICAL CONDITIONS OR MEDICAL QUESTIONS THAT PERSON MAY HAVE.
No Warranty. YOUR USE OF THE PLATFORM, ITS CONTENT, AND THE PRODUCTS AND SERVICES ARE AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS”, AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED BY STATUTE, USAGE, CUSTOM OF TRADE, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT). Without limiting the generality of the foregoing, the Company makes no representations or warranties regarding the following: (a) the accuracy, correctness, quality, reliability, completeness, security, availability, or timeliness of the Platform, or the results of the use of the Platform; (b) the approval or compliance of the Platform with respect to any government or other entity; (c) that the Platform is free of errors, omissions, or inaccuracies; or (d) that the Platform is free of viruses, worms, trojan horses, or other harmful components that may infect your computer equipment, mobile device, hardware or other property on account of your access to or use of the Platform, or your downloading of any materials, data text, images, video, or audio from the Platform. Furthermore, when using the Platform, information will be transmitted over a medium that may be beyond the control and jurisdiction of the Company and its officers, employees, associates, contractors, or assigns. Accordingly, the Company assumes no liability for or relating to the delay, failure, interruption, security, theft, or corruption of any data or other information transmitted in connection with your use of the Platform. In addition, no information or assistance given by us, or our employees, agents, or independent contractors, to you, whether oral or written, will create any warranty, express or implied.
Limitation of Damages.
1. No Liability for Indirect Damages. IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR OTHER SIMILAR DAMAGES RESULTING FROM, ARISING OUT OF, OR RELATED TO THESE TERMS OF USE, ANY ALLEGED OR ACTUAL BREACH OF THESE TERMS OF USE, THE PLATFORM, ITS CONTENT, THE PRODUCTS AND SERVICES, OR THE USE THEREOF, THE RESULTS OF THE USE THEREOF, OR THE INABILITY TO USE THE PLATFORM, THE CONTENT, OR THE PRODUCTS AND SERVICES, WHETHER ARISING UNDER CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, ENTERPRISE LIABILITY, PRODUCT LIABILITY, ANY OTHER THEORY OF LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE OTHERWISE FORESEEABLE (INCLUDING, AS EXAMPLES OF SUCH DAMAGES, BUT NOT IN LIMITATION THEREOF, PERSONAL INJURY OR DEATH, LOSS OF USE, PRIVACY, BUSINESS INFORMATION, DATA, REVENUE, PROFITS, OR GOODWILL, DAMAGE TO BUSINESS OR BUSINESS RELATIONS, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR FACILITIES, ECONOMIC LOSSES, PROPERTY OR EQUIPMENT DAMAGE, OR ATTORNEYS’ FEES AND DISBURSEMENTS).
2. Limited Liability for Direct Damages. WITHOUT LIMITING THE GENERALITY OF SECTION 12(A) ABOVE AND NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS OF USE OR OTHERWISE TO THE CONTRARY, THE COMPANY’S MAXIMUM AGGREGATE LIABILITY, DIRECT OR OTHERWISE, TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU, IF ANY, RESULTING FROM, ARISING OUT OF, OR RELATED TO THESE TERMS OF USE, ANY ALLEGED OR ACTUAL BREACH OF THESE TERMS OF USE, OR THE PLATFORM, THE CONTENT, THE PRODUCTS AND SERVICES, OR THE USE THEREOF, THE RESULTS OF THE USE THEREOF, OR THE INABILITY TO USE THE PLATFORM, THE CONTENT, OR THE PRODUCTS AND SERVICES WILL NOT EXCEED THE GREATER OF (I) THE LICENSE FEES FOR ANY PRODUCTS AND SERVICES PAID BY YOU TO (AND ACTUALLY RECEIVED BY) THE COMPANY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OF LIABILITY AGAINST THE COMPANY OR (II) US $10.00.
Disclaimers, Exclusions, and Limitations. Please note that some jurisdictions may not allow the limitations, disclaimers, and exclusions set forth in Sections 9-11 above, so some of those limitations, disclaimers, and exclusions may not apply to you. As such, notwithstanding anything in these Terms of Use to the contrary, the limitations, disclaimers, and exclusions set forth in Sections 9-11 above apply to the maximum extent permitted by applicable law, and are not intended to deprive you of any mandatory protections provided to you under applicable law. You should check your local laws for any restrictions or limitations regarding the limitations, disclaimers, and exclusions set forth in Sections 9-11 above.
Indemnity. You will, at your sole expense, indemnify, defend, and hold harmless the Company and the Company’s officers, directors, managers, members, shareholders, agents, representatives, successors, and assigns (the “Indemnifiable Parties”) from and against any and all Losses (as defined below) resulting from, arising out of, or related to: (a) any inaccurate, false, or fraudulent representation or warranty made by you; (b) any breach or default in the performance of any covenant or agreement made by you in these Terms of Use; (c) the use of, the results of the use of, or the inability to use the Platform by you or any person or entity claiming through you; (d) any violation of the rights of any third party by you; or (e) willful misconduct or unlawful or negligent acts or omissions by you. For purposes of this Section, “Losses” means any and all losses, damages, penalties, expenses, costs, court costs, professional fees (including, without limitation, reasonable attorneys’ fees and disbursements), interest, disbursements, judgments, liens, and liabilities of any kind or nature whatsoever (including, without limitation, claims for the injury to or the death of any person or the damage to any property (including, without limitation, loss of use thereof). The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with the Company in asserting any available defenses.
Termination, Suspension, and Restriction of Use. The Company reserves the right, with or without notice, to limit, modify, suspend, terminate, or restrict operation of, access to, or use of the Platform, in whole or in part, at any time for any reason or no reason. The Company may also delete or prevent access to or use of all information, materials, and files related to the Platform.
Miscellaneous.
1. These Terms of Use will be governed by, and interpreted and construed in accordance with, the laws of the Commonwealth of Massachusetts, one of the United States of America, without regard to the principles of conflict of laws, and will be binding on you in the United States and worldwide. Any suit or proceeding related to these Terms of Use will be commenced exclusively in the state or federal courts located in Massachusetts and you irrevocably consent to the exclusive jurisdiction and venue of such courts.
2. If any provision of these Terms of Use is finally determined to be unenforceable, invalid, or ineffective in any action, suit, or proceeding, such provision will be automatically reformed and construed so as to be valid, operative, and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The determination that any provision of these Terms of Use is unenforceable, invalid, or ineffective in any action, suit, or proceeding will not affect the enforceability of the remainder of these Terms of Use.
3. Failure on the part of the Company to insist upon strict compliance with any of the terms, covenants, or conditions of these Terms of Use will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times.
4. You may not assign these Terms of Use or any of your respective rights or obligations under these Terms of Use, whether voluntarily, involuntarily, by operation of law, or otherwise, without the Company’s prior written consent. Any proposed assignment in contravention of the foregoing sentence will be null and void.
5. These Terms of Use are binding upon and will inure to the benefit of you and the Company and their respective legal representatives, heirs, executors, successors, and permitted assigns.