Terms of Service
Introduction: Your Agreement to the Terms of Service.
Welcome to the Modernizing Medicine, Inc. (“Modernizing Medicine”) website. The following Terms of Service (as defined below) apply to all users of www.modmed.com and its associated publicly accessible websites (collectively, the “Site”). The following Terms of Service for the Site is an agreement between you, an individual user (“You”), and Modernizing Medicine regarding Your use of the Site. You and Modernizing Medicine are referred to herein individually as “Party” or collectively as the “Parties”. When using the Site, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”). All Guidelines are hereby incorporated by reference into the Terms of Service. For the avoidance of doubt, the Site shall not be deemed to include Modernizing Medicine’s Electronic Medical Assistant products (“EMA”) or any other related product or service.
BEFORE USING THE SITE, PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY. BY ACCESSING, BROWSING, OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES, AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE “TERMS OF SERVICE” OR “TERMS”). IF AT ANY TIME YOU DO NOT AGREE TO THE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE SITE.
1. Eligibility. In order to use the Site, You must be the age of majority in Your jurisdiction and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in the Terms and to abide by and comply with the Terms. You represent that You meet the eligibility requirements in this Section and that You are over the age of 13, as the Site is not intended for children under 13.
2. Privacy Notice. Your privacy is important to Modernizing Medicine.
3. Modification of the Terms. From time to time, Modernizing Medicine may
change, remove, add to (including without limitation by way of additional terms) or otherwise modify the Terms, and reserves the right to do so in its discretion. In that case, we will post the updated Terms, as relevant, to the Site and indicate the date of revision. We encourage You to periodically review the Terms. Your continued use of the Site after new and/or revised Terms have been posted indicates that You have read, understood and agreed to the current version of the Terms.
4. Site Access. Modernizing Medicine grants You permission to use the Site, as set forth in the Terms, provided that, and for so long as (i) You use the Site solely to obtain information available on the Site to the general public regarding Modernizing Medicine and its products and services; (ii) except as expressly permitted in the Terms, You do not download, reproduce, redistribute, retransmit, publish, resell, distribute, publicly display or otherwise exploit any portion of the Site in any medium without Modernizing Medicine’s prior written authorization; (iii) You do not alter or modify any part of the Site; (iv) You do not engage in any of the prohibited uses described below; and (v) You otherwise fully comply with the Terms. The Site is controlled and offered by Modernizing Medicine from its facilities in the United States of America. Modernizing Medicine makes no representations that the Site is appropriate or available for use in other locations. If You are accessing or using the Site from other jurisdictions, You do so at Your own risk and You are responsible for compliance with local laws.
5. Ownership; Proprietary Rights. As between the Parties, the Site, including the content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, software, services, and all other elements of the Site that are provided by Modernizing Medicine (“Modernizing Medicine Materials”) are owned and/or licensed by Modernizing Medicine. Except as expressly authorized by Modernizing Medicine, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Site or the Modernizing Medicine Materials. Modernizing Medicine reserves all rights not expressly granted in the Terms. You shall not acquire any right, title, or interest to the Modernizing Medicine Materials, except for the limited rights set forth in the Terms.
6. Prohibited Uses of the Site.
(a) As a condition of Your use of the Site, You hereby represent and warrant that You will not use the Site for any purpose that is unlawful or prohibited by the Terms including, without limitation, the prohibitions in this Section.
(b) Any use by You of any of the Modernizing Medicine Materials and the Site, other than to obtain information available on the Site to the general public regarding Modernizing Medicine and its products and services, is prohibited. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Site, use of the Site, or access to the Site.
(c) You agree not to use the Site if You do not meet the eligibility requirements described in Section 1 above.
(d) You agree not to defame, harass, abuse, threaten, stalk or defraud users of the Site, or collect, or attempt to collect, personal information about users or third parties.
(e) You agree not to intentionally interfere with or damage, impair or disable the operation of the Site or any user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code.
(f) You agree not to remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any part of the Site, or features that enforce limitations on the use of the Site.
(g) You agree not to attempt to gain unauthorized access to the Site, or any part of it, or other computer systems or networks connected to the Site, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted through the Site.
(h) You agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site. You agree neither to modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site, or any portion thereof.
(i) You agree that You will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site, or any portion thereof.
(j) You agree not to utilize framing techniques to enclose any trademark, logo, or other Modernizing Medicine Materials without our express written consent. You agree not to use any meta tags or any other “hidden text” utilizing Modernizing Medicine’s name or trademarks without Modernizing Medicine’s express written consent.
(k) You agree not to deep-link to the Site and will promptly remove any links to the Site that Modernizing Medicine finds objectionable in its sole discretion. You agree not to use any Modernizing Medicine logos, graphics, or trademarks as part of the link without Modernizing Medicine’s express written consent.
(l) Except as otherwise expressly permitted by Modernizing Medicine in a separate written agreement between You and Modernizing Medicine, You agree not to make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
(m) You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof.
(n) You agree not to modify, adapt, translate, or create derivative works based upon the Site or any part thereof.
(o) You agree not to impersonate another person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity.
7. Links and Third Party Websites. Modernizing Medicine or third parties may provide links on the Site to other sites including the content therein (“Reference Sites”).
Modernizing Medicine has no control over such Reference Sites or their content and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability, or reliability of Reference Sites or content linked to by the Site. Modernizing Medicine provides links to You only as a convenience, and the inclusion of any link on the Site does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON REFERENCE SITES OR AVAILABLE THROUGH REFERENCE SITES, IS SOLELY AT YOUR OWN RISK. Our terms and policies do not govern Your use of any site other than the Site. You should review applicable terms and policies, including the privacy and data gathering practices, of any Reference Sites.
8. Availability of Service. Modernizing Medicine may make changes to or discontinue any of the products or services described on the Site at any time, and without notice. The media, products, or services on the Site may be out of date, and Modernizing Medicine makes no commitment to update these materials on the Site.
9. Terms of Service Violations; Termination.
(a) Modernizing Medicine. You agree that Modernizing Medicine, in its sole discretion and for any or no reason, may terminate availability of the Site (or any part thereof). You agree that Your access to the Site, or portion thereof, may be terminated without prior notice and You agree that Modernizing Medicine shall not be liable to You or any third-party for any such termination. These remedies are in addition to any other remedies Modernizing Medicine may have at law or in equity.
(b) User. If You are dissatisfied with the Site, please let us know at email@example.com. Your input is valuable to us. Your only remedy with respect to any dissatisfaction with (i) the Site, (ii) any term of the Terms, (iii) any policy or practice of Modernizing Medicine in operating the Site, or (iv) any content or information transmitted through the Site, is to discontinue Your use of any and all parts of the Site.
10. INDEMNIFICATION; HOLD HARMLESS. YOU AGREE TO INDEMNIFY AND HOLD HARMLESS MODERNIZING MEDICINE, AND ITS SUBSIDIARIES, AFFILIATES OR ANY RELATED COMPANIES (INCLUDING THOSE WHICH SHARE SUBSTANTIALLY COMMON OWNERSHIP), AND THE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF ANY OF THEM FROM ANY AND ALL CLAIMS, LOSSES, OBLIGATIONS, DAMAGES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING ATTORNEY’S FEES) ARISING OUT OF (I) YOUR USE OR MISUSE OF THE SITE; (II) YOUR VIOLATION OF THE TERMS; (III) YOUR VIOLATION OF THE RIGHTS OF ANY OTHER PERSON OR ENTITY USING THE SITE; AND (IV) YOUR BREACH OF THE FOREGOING REPRESENTATIONS, WARRANTIES, AND COVENANTS. MODERNIZING MEDICINE RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY US AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF THESE CLAIMS. YOU AGREE NOT TO SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF MODERNIZING MEDICINE. MODERNIZING MEDICINE WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE OF IT.
11. Disclaimers; No Warranties.
(a) Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS SECTION 11, THE TERM MODERNIZING MEDICINE INCLUDES MODERNIZING MEDICINE’S OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS.
(b) No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MODERNIZING MEDICINE DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MODERNIZING MEDICINE OR THROUGH THE SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
(c) “As is” and “As available” and “With All Faults.” YOU EXPRESSLY AGREE THAT THE USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED.
(d) Website Operation. MODERNIZING MEDICINE DOES NOT WARRANT THAT THE MODERNIZING MEDICINE MATERIALS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
(e) Accuracy. MODERNIZING MEDICINE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
(f) Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING INFORMATION, MATERIALS, OR DATA THROUGH THE SITE IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.
12. Limitation of Liability and Damages.
(a) Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL MODERNIZING MEDICINE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE THE MODERNIZING MEDICINE MATERIALS, THE SITE ITSELF, OR ANY OTHER INTERACTIONS WITH MODERNIZING MEDICINE, EVEN IF MODERNIZING MEDICINE OR A MODERNIZING MEDICINE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) Limitation of Damages. IN NO EVENT SHALL MODERNIZING MEDICINE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE SITE (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS ($100 USD).
13. Limitations by Applicable Law; Basis of the Bargain.
(a) Limitations by Applicable Law. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
(b) Basis of the Bargain. YOU ACKNOWLEDGE AND AGREE THAT MODERNIZING MEDICINE HAS PERMITTED YOU TO ACCESS THE SITE IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MODERNIZING MEDICINE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MODERNIZING MEDICINE. YOU ACKNOWLEDGE AND AGREE THAT MODERNIZING MEDICINE WOULD NOT BE ABLE TO PROVIDE THE SITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
14. Digital Millennium Copyright Act Compliance. If You are a copyright owner or an agent thereof, and believe that any third party content on the Site infringes upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail).
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Site are covered by a single notification, a representative list of such works from the Site;
(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 Modernizing Medicine to locate the material;
(iv) Information reasonably sufficient to permit Modernizing Medicine to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Modernizing Medicine’s designated Copyright Agent to receive notifications of claimed infringement is:
3600 FAU Boulevard, Suite #202
Boca Raton, Florida 33431
(a) Notice. Modernizing Medicine may provide You with notices, including those regarding changes to the Terms, by postings on the Site.
(b) Governing Law. The Terms shall be governed by and construed in accordance with the laws of the State of Florida, U.S.A., without giving effect to any principles of conflicts of law.
(c) Jurisdiction. You agree that any action at law or in equity arising out of or relating to the Terms or the Site shall be filed only in the state or federal courts in and for Palm Beach County, Florida and You hereby consent and submit to the personal and exclusive jurisdiction and venue of such courts for the purposes of litigating any such action.
(d) Waiver. A provision of the Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of Modernizing Medicine to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision.
(e) Severability. If any provision of the Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
(f) Independent Contractor. You agree that no joint venture, partnership, employment, or agency relationship exists between You and Modernizing Medicine as a result of the Terms or use of the Site.
(g) Headings. The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and shall not be deemed to limit or affect any of the provisions hereof.
(h) Claims. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
(i) Disclosures. The services hereunder are offered by Modernizing Medicine, Inc., located at 3600 FAU Boulevard, Suite #202, Boca Raton, Florida 33431, email:
firstname.lastname@example.org, Telephone: 866-799-2146. If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.