PLEASE REVIEW THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) CAREFULLY. UPON YOUR ACCEPTANCE, THEY WILL CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“USER”) AND INNOVADOC, LLC d/b/a Physician Care Direct (“PCD”).
Services. During the term of this Agreement and subject to the terms and conditions set forth herein and any guidelines, rules or operating policies (collectively, the “Policies”) that PCD may establish and post from time to time on physiciancaredirect.com and pcdsimplicity.com (the “Sites”), upon acceptance of this Agreement, User will have the right to access and use those tools, services and applications hosted on the Sites (the “Services”). From time to time, PCD may modify any term or condition set forth in this Agreement and/or the Policies. All such changes shall become effective upon posting of the revised Agreement and/or Policies, as the case may be, on the Sites, and User’s use of the Services thereafter shall be subject thereto.
Passwords. In connection with PCD’s provision to User of the Services, PCD will send to User’s designated email address of record in User’s account information such as user-IDs and/or passwords which will enable User to access the Content (as defined below) (the “Passwords”). User agrees to maintain the Passwords and access instructions in strict confidence and not to provide the Passwords to any third party. User will notify promptly PCD upon the loss or compromise of any Passwords and User will be solely responsible for all actions and fees incurred as a result of such use of the Passwords. Any unauthorized use of the Passwords by User will constitute a material breach of this Agreement.
Proprietary Rights. This is an agreement for services and User is not granted any license hereunder. All software embedded in the Services, and all data, information, characters, “look and feel,” logos, other brand components, and content posted on the Sites by PCD (collectively, the “Content”), and the Services are and shall remain the sole and exclusive property of PCD. Accordingly, User acknowledges that PCD owns all right, title and interest in and to the Content and the Services, including, without limitation, all patent rights, copyrights, trademark rights, trade secret rights, and all other intellectual property and other rights pertaining thereto. Except as expressly granted in this Agreement, User will not have or acquire any rights or interest in or to the Content or the Services. User acknowledges that the Content contains proprietary information and trade secrets of PCD. User will not take any actions inconsistent with PCD’s ownership of each of its rights in and to the Content. User agrees that User will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Content, or make the Content available to third parties; (ii) modify, translate, reverse engineer, decompile or disassemble the Content for any purpose, including without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Content on a bulletin board, intranet, extranet or web site; or (iv) use or distribute the Content in violation of any applicable laws, regulations or export restrictions. All rights in the Content not explicitly granted herein, are reserved by PCD.
Representation, Warranties and Covenants. User represents, warrants and covenants to PCD that: (i) User is at least eighteen (18) years old; (ii) all information provided by him/her in connection with his/her registration for, and use of, the Service, is and will be truthful and accurate; and (iii) his/her use of the Services is and will at all times be in accordance with the terms and conditions of this Agreement, the Policies and all applicable laws, rules and regulations, and without infringement or misappropriation of any intellectual property or other right of a third party.
Indemnification. At its sole cost and expense, User agrees to indemnify, defend and hold harmless PCD and its affiliates, officers, directors, members, managers, employees, consultants, representatives and agents from any and all claims, liability, causes of action, suits, damages and/or costs (including, but not limited to, reasonable attorneys’ fees) arising from: (i) User’s negligence or intentional misconduct; (ii) User’s breach of any of its representations or warranties, or of any term, condition or covenant set forth herein; (iii), or User’s infringement of any intellectual property rights or privacy rights of any person or entity.
Disclaimer of Warranties. The Services and the Content are provided “as is” and without warranty of any kind. To the maximum extent permitted by applicable law, PCD disclaims any and all representations and warranties, whether oral or written, or express or implied, including (without limitation) any warranty as to merchantability, fitness for a particular purpose or use, title, or non-infringement. PCD does not represent or warrant that the Services will meet User’s requirements, nor does it give any warranty about the results that may be obtained by using the Services.
Limitation of Liability. In no event will PCD be liable to User or any other party for any special, indirect, direct, incidental, exemplary, consequential or punitive damages arising from or related to the Services, the Content or this Agreement, including, but not limited to, damages for loss of data, use or profits, even if PCD has been advised in advance of the possibility of such loss or damages.
Termination. User acknowledges User is using the services pursuant to rights of access and use granted under an agreement between PCD and User’s employer or an entity to which User is providing services (the “Master Agreement”). This Agreement will terminate automatically upon the termination of the Master Agreement.
Governing Law. This Agreement will be governed by the laws of the State of North Carolina, except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction.