1. Acceptance of Terms MEDQOR, LLC (collectively, ”we “) provide our Internet sites and the content, products and services offered on or through those sites (collectively, the “Services“), to you subject to the following Terms of Service (“TOS“). Your use of the Services in whole or in part constitutes your binding acceptance of these TOS. If you do not agree to these TOS, you should not use the Services. BY PROCEEDING TO USE THE SERVICES, WHETHER DIRECTLY OR THROUGH ANY SERVANT OR AGENT: (1) YOU ARE EXECUTING THIS AGREEMENT, (2) YOU ACKNOWLEDGE THIS IS A LEGALLY BINDING AGREEMENT, (3) YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE FOLLOWING TERMS AND CONDITIONS AND ACCOMPANYING APPENDICES AND RELATED AGREEMENTS (E.G., THE PRIVACY POLICY, ETC.), AND (4) YOU AGREE TO BE BOUND BY ALL SUCH TERMS AND CONDITIONS AND APPENDICES AS A PARTY TO THIS AGREEMENT AND, IF YOU ARE AN EMPLOYEE OR AGENT, TO BIND YOUR EMPLOYER OR PRINCIPAL. Some Services may be subject to additional posted rules, policies and terms. When you use those Services, you and MEDQOR shall be subject to those additional conditions, which are incorporated by reference into these TOS (and, consequently, form part of your agreement with us). Other Services may be governed by different usage terms. In the event of an inconsistency between these TOS and any additional posted conditions or separate usage terms, the provisions of the additional conditions and/or separate usage terms shall control. We may modify all or any part of these TOS from time to time. We will make every effort to notify you of any substantive changes. Still, you should check back often so you are aware of your current rights and responsibilities. Your continued use of a given Service after changes to the TOS have been published on that Service constitutes your binding acceptance of the updated TOS. If at any time the TOS are no longer acceptable to you, you should immediately cease all use of the Services.
2. Description of Services The Services provided and covered by this Agreement can include both free and paid for services provided by MEDQOR to you. The Services include a combination of content that we create and that other third-party content suppliers create. In addition, some Services provide you and other users with an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions, postings, or material to us or others on or through that Service (collectively, “Customer Data“). If the services involve any publications, we will use every reasonable effort to provide informative and relevant content as part of the Services. However, in using the Services, you may be exposed to content that you find offensive, indecent, objectionable or that is inaccurate and you bear all risks associated with using that content. You understand that the Services are provided by MEDQOR as further described in these TOS, and that MEDQOR does not guarantee the accuracy, integrity or quality of any content available on or through the Services. In this regard, you acknowledge that you may not rely on any of this content, whether created by or submitted to MEDQOR, including, but not limited to, product reviews, white papers, product descriptions, stock quotes, or Customer Data on any bulletin board, chat, news group, community, forum or other feedback section of the Services (collectively, the “Forums“). You understand that from time to time, you may communicate with, receive communications from, or otherwise participate in or use the services or obtain goods and services of or from, third parties (e.g., advertisers) as a result of your use of the Services. All such communication, interaction and participation is strictly and solely between you and such third party and MEDQOR shall not be responsible or liable to you in any way in connection with these activities or transactions (including, but not limited to, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the third party, or any goods or services you may purchase or obtain from any third party). In particular, the appearance or availability of links to third party sites on or through the Services does not constitute an endorsement by MEDQOR with respect to the content, advertising, products, or other materials available on or from such sites. You further understand and agree that the Services may include certain communications from MEDQOR (such as administrative messages and certain newsletters), and that these communications are considered part of the Service and you may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to the TOS. Finally, you are responsible for obtaining access to the Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.
3. Advertising/Ad Placements, Content Marketing, Sponsorships Ad payments are not commissionable. Agencies are requested to markup net rates. All advertising rates are net. Cancellations prior to the closing date must be received in writing. Revisions to accepted IOs will be made in writing (confirmed receipt email) and acknowledged by the other party in writing. Advertiser will remain liable to MEDQOR for amounts due for any custom content or development provided to Advertiser or completed by MEDQOR or its third-party vendor prior to the effective date of contract termination. Webinars, Feature Reports, Podcasts, and any Content Marketing requiring content development and/or advance promotion by MEDQOR, may not be moved or cancelled within 30 days of scheduled release, publishing, or occurrence. If an advertising agency places an order on behalf of an advertiser, such agency warrants and represents that it has authority to place such order. The advertiser and its agency each agree to be jointly and severally liable for charges for ads placed. MEDQOR will not be liable for typographical errors, incorrect insertions, incorrect positions or omissions in advertising or incorrect artwork. Every effort will be made to ensure correct positioning and artwork. Ad code/ads will be changed within 12 hours of request. Change requests are processed between from 7am – 7pm Central time. Request made after 7PM, will be processed the following morning by 10am.
4. Right to Use MEDQOR hereby grants you, effective as of the date this Agreement is executed (“Service Commencement Date”), a worldwide, non-exclusive, non-transferable, revocable and limited right and license to receive, access and use the Services, through your internet connection or proprietary telecommunications line, for your internal business purposes (“Agreed Purpose”), in return for your strict compliance with the terms of this Agreement. MEDQOR may collect cookies while providing the Services to you and/or Permitted Users and its collection and usage thereof shall be governed by the policy set out in MEDQOR’s then prevailing Privacy Policy. While MEDQOR shall employ its reasonable efforts to safeguard any Service Data (as later defined) uploaded by you and/or Permitted Users to the MEDQOR system (“MEDQOR System”) used by MEDQOR as part of its provision of the Services, you acknowledge that you and/or your Permitted Users shall be solely responsible for making backup copies of any and all such Service Data. You specifically understand and agree that the agreed Fees are specifically predicated on this allocation of risk and that consequently MEDQOR shall have no liability to you, your servants, or agents for any loss of or damage to such Service Data. MEDQOR hereby authorizes you to permit your affiliates, servants and agents (“Permitted Users”) to receive, access and use the Services for the Agreed Purpose on condition that (i) you shall procure the compliance of Permitted Users with the terms of this Agreement, (ii) each Permitted User shall register under their own name and obtain their own access credentials even if paid for or accessing the Services under a group or enterprise account, and (Iii) you shall remain responsible and liable for any misuse of the Services or breach of the terms of this Agreement by your Permitted Users in connection with their use of the Services or in connection with this Agreement, specifically including any applicable security, integrity or privacy laws or regulations and acceptable use as defined by the rules of conduct provided herein.
5. Payment/Payment Liability The initial invoice will be sent by MEDQOR upon acceptance and entry of the order into the MEDQOR invoicing system. Invoices will be sent to; Subscriber’s, Advertiser’s, or Agency’s billing address as set forth on the initial order information and will include information reasonably specified by Customer or its Agency, such as the order number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing. MEDQOR payment terms are 30 days from due date on invoice.
6. General Rules of Conduct Your use of the Services is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. In addition, you agree that:
You further agree that you will not use the Services to:
7. Customer Data Although we reserve the right to edit Customer Data prior to its inclusion on the Services, as a general matter MEDQOR is not required to, and does not, screen or monitor such content. Therefore, you understand that you are solely responsible for all Customer Data and other materials, whether publicly posted or privately transmitted, that are uploaded, posted, e-mailed, transmitted or otherwise made available from your e-mail address through the Services. You further agree that your Customer Data will not violate these TOS. Specifically, you represent and warrant that your Customer Data will not contain any material that:
You also agree that you will not:
You further represent and warrant that:
In sum, Customer Data do not reflect the views of MEDQOR and MEDQOR does not verify, endorse, or vouch for any such content. We do, however, enforce these TOS, and if we determine in our sole discretion that any Posting is inaccurate, was posted without authorization, or otherwise does or may violate these TOS, we reserve the right, at any time, without prior notice and without limiting any and all other rights we may have, at law or in equity, to:
Finally, you specifically grant to MEDQOR and its affiliates and service providers (or warrant that the owner of such content grants to MEDQOR and its affiliates and service providers) a perpetual, worldwide, royalty-free, irrevocable, nonexclusive right and license, sublicensable through multiple tiers, to:
For sake of clarity, by virtue of the above grant, you also give MEDQOR and its affiliates permission to copy your Customer Data and the Image as part of the normal backup process and/or to archive discussions containing your Customer Data and/or the Image.
8. MEDQOR’s Proprietary Rights Notwithstanding anything to the contrary set forth in this Agreement, each party shall continue to own title to any Intellectual Property Rights (i) it owned as at the Effective Date, (ii) created and owned independently of this Agreement, and (iii) any modifications, adaptations and derivations of subsections (i) and (ii) above (“Background IP”) and nothing in this Agreement shall operate to transfer any Background IP between the parties. MEDQOR and/or its licensors own all worldwide Intellectual Property Rights in the: (a) Software and user interfaces used for providing the MEDQOR Services; (b) all content and data used in providing the Services, including any data generated as part of processing information provided by you and all Service Data (as defined below); and (c) all trademarks, service marks and logos of MEDQOR (“MEDQOR IP”). Except for the right to receive, access and use the Services as expressly set forth herein specifically for the Purpose, no right or license is granted hereunder with respect to the MEDQOR IP. Further, you shall not, and shall procure that your Permitted Users shall not, nor permit any third party to: (a) use, copy, adapt, modify or create derivative works of the MEDQOR IP; (b) where applicable, reverse-engineer, disassemble, or decompile the MEDQOR IP or otherwise attempt to determine its underlying source code; (b) sell, lease, sublicense, rent, lend or provide any portion of the MEDQOR IP to any third party or allow the use of the MEDQOR IP by, or for the benefit of any person other than your Permitted Users ((a), (b) and (c) collectively “IP Restrictions”. For the purposes of this Agreement, “Intellectual Property Rights” shall mean all patents, inventions, discoveries, registered and unregistered rights in respect of copyright, industrial and other designs, databases, circuit layouts, trademarks, domain names, know-how, confidential information trade secrets, and all other intellectual property. All Services software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, database, proprietary information and all copyrightable or otherwise legally protectible elements of the Services, including, but not limited to, the selection, sequence and “look and feel” and arrangement of items, and all trademarks, service marks and trade names, excluding any of your Customer Data (individually and/or collectively, “Material“), are part of the MEDQOR IP and are the property of MEDQOR, its subsidiaries, affiliates, licensors or suppliers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties. The compilation of all content on each site is the exclusive property of MEDQOR. You may not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any materials contained on the Services (except for your Customer Data) without the express prior written consent of MEDQOR or its owner if MEDQOR is not the owner. In particular, you may not frame any Material without the express prior written consent of MEDQOR or the Material owner. You must not alter, delete or conceal any copyright or other notices contained on the Services, including notices on any Material you download, transmit, print or reproduce from the Services. Any unauthorized or prohibited use of any Material may subject you to civil liability or criminal prosecution, or both, under applicable federal and state laws. You further agree not to access the Service by any means other than through the interface that is provided by MEDQOR for use in accessing the Service.
9. Service Data As between the parties, all right, title and interest in and to any electronic data, text, messages or other materials, including your and/or your Permitted User’s personal data (“Service Data”), excluding only the Customer Data, is owned by MEDQOR and/or its licensors. To the extent that any Service Data is not transferred or owned by MEDQOR and/or its licensors as part of this Agreement, you hereby grant MEDQOR a non-exclusive, worldwide, royalty free license to use, transmit, distribute, modify, reproduce, display, store, create derivative works thereof, and process Service Data to the extent necessary for MEDQOR to make available and provide the MEDQOR Services to Customer and/or Permitted Users and to perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, Customer hereby agrees that MEDQOR may create de-identified, aggregated or anonymous data which may, in part, include processing of and anonymizing Service Data (“Anonymous Data”) for the purposes of operating, analyzing, improving, or marketing the MEDQOR Services. As part of providing and improving the MEDQOR Services, MEDQOR may collect and use data relating to the usage by you and/or your Permitted Users of the MEDQOR Services, including without limitation monitoring and analyzing usage and traffic patterns of its websites and the Services. Such usage data: (a) is not Service Data; (b) does not include any personal information about Customer or Permitted Users; and (c) is owned by MEDQOR.
10. Forums Some of our Services give users the opportunity to participate in Forums operated by MEDQOR or by a third party. We ask that our users exercise appropriate caution when participating in any type of Forum. In particular, please remember that if you publicly disclose personal identifying information, such as your name or e-mail address, in connection with a Forum, the information may be collected and used by others. You should also take reasonable precautions with regard to any material you download from or through Forums (for example, scanning for viruses or other damaging computer programming routines). Finally, you agree to use the Forums only to send and receive messages and material that are proper and related to that particular Forum.
11. Directories and Other Membership Listings Some of our Services allow users to make some of their personal information (including, but not limited to, name, company affiliation and job title) available to other visitors as part of a membership directory or other listing for that Service. Please remember: If you do not want certain information to be available to other Service users, you should not include it in any membership directory listing. As with all other content on the Services, we reserve the right to refuse (or remove) listings in our sole discretion, and without prior notice, if we determine that they are inaccurate, were posted without authorization, or otherwise violate these TOS. 12. Promotions Some of our Services may from time to time conduct promotions, including, but not limited to, auctions, contests and sweepstakes (“Promotions”). Each Promotion will have additional terms, conditions and rules that will be posted or otherwise made available to you and, for purposes of each Promotion in which you participate, will be deemed incorporated by reference into these TOS (and therefore a part of your agreement with MEDQOR).
13. Fee-Based Services Some of our Services require that you to pay a fee to access or use such Service, as described in the specific conditions included where those Services are offered (“Fees”). You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or charge becomes payable. Such Fees are exclusive of all applicable taxes in any relevant jurisdiction and you shall be responsible for the payment of all such validly levied taxes, specifically excluding all and any taxes accruing on the basis of MEDQOR’s income which shall remain the responsibility of MEDQOR. You acknowledge that all Fees due hereunder are payable in advance and that any delay or failure on your part to pay the agreed Fees by the due date for payment shall enable MEDQOR, without further notice, to suspend the Services or terminate this Agreement in accordance with its terms. 14. Registrations Obligations Some of our Services require that you register with that Service in order to access or use it. If such registration is required, you agree that you will provide accurate information (such as your real name and a valid e-mail address) and will update your relevant information if it becomes outdated. If you provide any information that is, or that MEDQOR in its reasonable discretion determines may be, untrue, inaccurate, not current or incomplete, MEDQOR has the right, without prior notice, to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). For more detailed information about how we treat the registration information you provide to us, please see our Privacy Policy, which is incorporated by reference into these TOS (and therefore a part of your agreement with us). 15. Passwords and Other Security Issues If we issue you a password, you agree to help protect your information by guarding that password, and by changing it as soon as possible if you believe its security has been compromised. If MEDQOR allows you to choose a username and you select, in MEDQOR’s sole discretion, one that is obscene, indecent, abusive or which is otherwise objectionable, MEDQOR has the right, without prior notice to you, to automatically change your username, delete your Customer Data under it, deny you access to the Services, or any combination of these options. You may not transfer your registration, password or user name to another person or share it with anyone. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements. If you believe your information has been used without your authorization, you agree to notify MEDQOR immediately. 16. Privacy Policy MEDQOR respects your privacy. Please see our Privacy Policy for important information and disclosures relating to the collection and use of your personally identifiable information in connection with your use of the Services.
17. Term Some access to the Services is provided on a trial or free basis for a time period provided as part of the plan described in the description of the Services (“Trial Period”). Upon completion of the Trial Period (when applicable), the Services are provided and paid for by the Customer on a plan basis provided as part of the plan described in the description of the Services (“Plan Period”). For example, the Plan Period may be monthly, annual, or longer as provided for on the website or an order document when you initiate the Services. The Plan Period forms the basis for the term. This Agreement is effective as of the Effective Date and shall continue in effect for the Plan Period (the “Initial Term”), unless terminated earlier as provided herein. After the Initial Term and unless terminated earlier, this Agreement shall automatically renew for additional Plan Period(s) (each, a “Renewal Term”). For example, a monthly subscription would have an Initial Term of one month and a Renewal Term of one month, whereas a yearly subscription would have an Initial Term of one year and a Renewal Term of one year. The Initial Term and any Renewal Terms hereunder shall be collectively referred to as the “Term.” Either Party may terminate this Agreement by providing written notice to the other Party no earlier than 90 days after the Effective Date and no later than thirty (30) days prior to the start of a Renewal Term, whereupon this Agreement shall terminate at the end of the Initial Term or Renewal Term, as applicable, in effect at the time of such notice.
18. Service Deactivation or Termination We have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:
We may take any of the above actions for any legitimate business reason, as determined by MEDQOR in its sole discretion, including, but not be limited to,
You agree that we will not be liable to you or any third party for taking any of these actions. Either party may terminate this Agreement for its convenience, without further liability, at any time by providing 30 days’ prior written notice to the other party. Either party may terminate the Agreement by notice in writing in the following circumstances: (i) the other party materially breaches the Agreement and fails to cure such breach within 20 calendar days of a written request by the non-breaching party to do so; (ii) the other party becomes insolvent or generally unable to pay its bills; (iii) MEDQOR may terminate the Agreement for cause where Customer has failed to pay any Fees that are at least 10 calendar days in arrears following the issuance by MEDQOR of a written request for payment;
19. Consequences of Termination Upon termination of the Agreement for any reason: (i) MEDQOR shall disable all access for you and your Permitted Users to the Services; (ii) you shall pay all amounts due and payable to MEDQOR upon demand; (iii) MEDQOR shall not be liable to refund any amounts you have paid in advance for the Services; and (iv) MEDQOR may upon the expiry of 14 calendar days following termination purge from the MEDQOR System all Service Data. Notwithstanding this Section 19, solely in the event that MEDQOR terminates for convenience prior to the expiration of the then current Plan Period, then any amounts you have paid in advance for the Services shall be refunded on a prorated basis for any unused portion of the prepaid Services. 20. Indemnification You hereby agree to indemnify, defend and hold MEDQOR, its subsidiaries, and affiliates, and all of their respective officers, directors, owners, employees, agents, licensors, representatives, licensors and suppliers (collectively, the “MEDQOR Parties“), harmless from and against any and all liability, losses, expenses, damages and costs (including attorneys’ fees), incurred by any MEDQOR Party in connection with any claim arising out of your use of the Services, any use or alleged use of your accounts or your passwords by any person, whether or not authorized by you, the content you submit, post, transmit or make available through the Services, your violation of these TOS, your connection to the Services, or your violation of the rights of any other person or entity. MEDQOR reserves the right to assume, at its sole expense, the exclusive defense and control of any claim, action or other matter for which you are required to indemnify us, and all negotiations for settlement or compromise thereof, and you agree to fully cooperate with MEDQOR in the defense of any such claim, action, settlement or compromise negotiations, as requested by MEDQOR. 21. Disclaimers of Warranties THE SERVICES, AND MATERIALS, PRODUCTS AND CUSTOMER DATA ARE MADE AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, PROMISE OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES WILL BE AVAILABLE FOR USE, OR UNINTERRUPTED OR ERROR FREE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED OR THAT ANY ERRORS WILL BE CORRECTED. IN ADDITION, ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR DOWNLOAD OF ANY SUCH MATERIAL. Without limiting the foregoing, MEDQOR is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Services. As between you and MEDQOR, you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Services, including, without limitation, Customer Data and materials associated with your use of the Services. Under no circumstances shall any MEDQOR Party be liable for any loss or damage caused by your reliance on information obtained through the Services. It is your responsibility to evaluate the information, opinion, advice, or other content available through the Services. 22. Limitation of Liability IN NO EVENT SHALL ANY MEDQOR PARTY BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF SUCH MEDQOR PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. BY USING THE SERVICES, YOU AGREE THAT THIS LIMITATION WILL APPLY TO ANY MERCHANDISE, SERVICES, AND CONTENT THAT MAY BE AVAILABLE THROUGH SUCH SERVICES. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR DAMAGES, YOU AGREE THAT IN NO EVENT SHALL THE TOTAL LIABILITY OF ANY MEDQOR PARTY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION OF ANY KIND EXCEED ONE HUNDRED DOLLARS ($100.00). Notwithstanding any claim that a sole or exclusive remedy which is provided in this agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have MEDQOR, upon written notice from you to us, attempt to repair, correct or replace any deficient Service and, if repair, correction or replacement is not reasonably commercially practicable for MEDQOR, in its sole discretion, to refund any monies actually paid by you for the Service involved and to terminate and discontinue your use of the Services. 23. Support By creating an Account, you consent to MEDQOR sending your and/or your Permitted Users email communications necessary to give effect to the terms of this Agreement. you and/or your Permitted Users may opt-out of receiving such communication at any time by clicking the unsubscribe button located on any such email communications from MEDQOR. You acknowledge that opting out of such communication may impact the quality and beneficial use of the Services. As part of its provision of the Services, MEDQOR shall make available to you and/or your Permitted Users reasonable support and information in connection with same, which support and information may be provided via phone, email or other reasonable means, in accordance with instructions to be shared by MEDQOR with you and each of your Permitted User. 24. Modification of the System and Updates You acknowledge that you are obtaining the benefit of a standard service and that, as such, MEDQOR may, in its sole discretion: (i) reengineer its network or service components, (ii) change the locations of its hosting centers, (iii) modify and/or replace technology and/or service architectures, without material degradation of the Services, and (iv) from time to time, provide enhancements or improvements to the features and/or functionality of the Services, which may include patches, bug fixes, updates, upgrades and other modifications (collectively, “Updates”). As the Services evolve over time, such Updates may operate to modify or delete certain then-existing features and/or functionalities of the Services. To this end, you hereby agree that MEDQOR has no obligation: (i) to provide any specific Updates, or at all, or (ii) to continue to provide or enable any particular features and/or functionalities of Services to you and/or your Permitted Users. You further agree that all Updates will, upon installation by MEDQOR, be: (i) deemed to constitute an integral part of the Services, and (ii) subject to the terms of this Agreement.
25. Miscellaneous General. This site is created, controlled and operated by MEDQOR in the USA, and is intended solely and exclusively for residents of the United States, its territories and possessions who are at least 13 years of age or older. If you choose to access this site from another location, you are responsible for complying with local laws, if and to the extent that local laws apply. Entire Agreement. These TOS, including the policies referred to in these TOS, constitute the entire agreement between you and MEDQOR and govern your use of the Services, superceding any prior agreements between you and MEDQOR. As noted above, you also may be subject to additional terms and conditions that may apply when you use or purchase certain other MEDQOR services, affiliate services, third-party content or third-party software. These TOS cannot be changed or terminated orally. Notice. We may be required by state or federal law to notify you of certain events. You hereby acknowledge and consent that such notices will be effective upon our posting them on or through the Services or delivering them to you through e-mail. You may update your e-mail address by visiting the Services where you have provided contact information. If you do not provide us with accurate information, we cannot be held liable if we fail to notify you. You have the right to request that we provide such notices to you in paper format, and may do so by contacting MEDQOR, LLC, 4303 W 119th St. Leawood, KS 66209. If you are a California resident, you may have this same information e-mailed to you by sending a letter to the foregoing address with your e-mail address and a request for this information. Assignment. You agree that the TOS may be automatically assigned, in whole or in part, by MEDQOR or its affiliate to a third party, in our sole discretion, in connection with a merger, acquisition, reorganization or sale of substantially all of our assets, in whole or in part. Choice of Law and Forum. The formation, construction and interpretation of this agreement shall be controlled by the laws of the State of Delaware, giving no effect to any choice of law provisions. The U.N. Convention of Contracts for the International Sale of Goods is expressly excluded from any interpretation of this Agreement. Any dispute relating to this agreement shall be subject to the exclusive jurisdiction of the state and federal courts and the parties agree to submit to the personal and exclusive jurisdiction of these courts. No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this Agreement. Waiver and Severability of Terms. The failure of MEDQOR to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect. 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 use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
26. Violations MEDQOR respects the intellectual property of others, and we ask our users to do the same. If you believe that content you own has been copied and made accessible in a manner that violates your intellectual property rights, please review our Copyright Notice. We also ask that you bring Service problems to our attention, but California residents may also choose to contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs, at 400 R Street, Sacramento, California 95814 or (800) 952-5210. For questions about terms of service, the practices of this site or any dealings with MEDQOR, contact us at:
27. DMCA Takedown Notice It is MEDQOR’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (DMCA). MEDQOR will promptly terminate, without notice, your account if you are determined by MEDQOR to be a “repeat infringer.” A repeat infringer is a user who has been notified by MEDQOR of infringing activity violations more than twice and/or who has had a user content removed from any of the Services more than twice. If you believe that any content hosted on the Services infringes your copyrights, then you may submit a notification pursuant to the DMCA by providing MEDQOR’s Designated Copyright Agent with the following information in writing: i.) your name, address, telephone number and email address. ii.) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the applicable Services are covered by a single notification, a representative list of such works on the applicable Services. iii.) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit MEDQOR to locate the material. iv.) A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its owner or the law. v.) A statement by you that the information in your notice is accurate and, UNDER PENALTY OF PERJURY, you are the copyright owner or authorized to act on the copyright owner's behalf. (For example, “I swear, under penalty of perjury, that the information in this notification is accurate and that I am the copyright owner, or authorized to act on behalf of the copyright owner, of the copyright(s) that is allegedly infringed by the aforementioned content.”). vi.) Your electronic or physical signature or the signature of the person authorized to act on behalf of the owner of the copyright interest. MEDQOR’s Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Attention: Copyright Agent Address of Agent: Email: ______________________ For clarity, only DMCA notices should go to MEDQOR’s Designated Copyright Agent. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. Counter Notification. If you believe that your material has been removed by mistake or misidentification, please provide MEDQOR with a written counter-notification containing the following information in writing:
You may submit this information to MEDQOR’s Designated Copyright Agent as follows: Attention: Copyright Agent Address of Agent: Email: ______________________ Please note that we will provide complete counter-notifications to the person making the DMCA claim. That person may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we will restore the disabled materials. Until that time, your materials will remain disabled. In filing a DMCA notice or counter-notification, please make sure that you have complied with all of the above requirements. If MEDQOR requests additional information necessary to make your notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of the requirements, your notification or counter-notification may not be processed. If you have questions about the legal requirements of a DMCA notice, please contact an attorney or see Section 512(c)(3) of the U.S. Copyright Act, 17, U.S.C. § 512(c)(3). If you have questions about the legal requirements of a DMCA counter-notification, please contact an attorney or see Section 512(g)(3) of the U.S. Copyright Act, 17, U.S.C. § 512(g)(3).
