General Terms

 

Date of Last Revision: June 05, 2019.

 

Welcome to our website (URL).

1. Introduction

 

1.1

Doctors for Accidents, LLC (“D4A” or “we” or “our” or “us”) is a State of California Limited Liability Company (“LLC”) whose principal place of business is located at 925 Century Park E Suite 1700, Los Angeles, CA 90067.  D4A is the owner and operator of this Website. D4A, via our Website, enables personal injury attorneys to find doctors (“Doctors”) that can assist them with their cases.

 

1.2       Your use of D4A’s products, software, services, servers and Website (referred to collectively as our “Service” in this document) is subject to the terms and conditions of a binding and enforceable agreement (“Agreement”) between you and D4A, as defined herein. By using our Service you acknowledge and agree that you have fully read and agree to be bound by the provisions of this Agreement. If you do not agree to be bound by this Agreement in its entirety, then you must immediately stop using our Service.

1.3       PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING A USER’S LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED. IT ALSO CLEARLY SPECIFIES THE MANNER BY WHICH ACCEPTANCE OF THIS AGREEMENT OCURRS.

1.4       D4A, at its sole discretion, may translate its Service into various languages, that notwithstanding, the language of this Agreement, or any agreement wherein this Agreement is included by reference, will not be translated into any other language and must be agreed to and accepted as defined herein.

2. General Terms

 

2.1       The terms and conditions provided herein (the “General Terms”) apply to all users of our Service, including the public at large (“Users”). If you register on our Service, either as a Content Provider, Healthcare Provider, or Patient then additional terms and conditions will apply (“Registered User”).

 

2.2       The General Terms contained herein are included by reference in the subsequent agreements entered into between D4A and a Registered User and constitute the minimum terms and conditions controlling use of our Service. The term Agreement, as used herein, refers to the General Terms and to any agreement entered into between a Registered User and D4A that includes the General Terms by reference.

 

2.3       Our Service includes all pages on our Website's domain (www.doco.la) and all pages on any related sub-domains, all of which are controlled by this Agreement.

3. Acceptance and Modifications

3.1       D4A reserves the right to change or revise this Agreement at any time by posting a notification on our Website. D4A, at its sole discretion, may provide a Registered User notification via other mechanisms, but is not required to do so.

3.2       You are required to affirmatively accept this Agreement when becoming a Registered User by reading this Agreement and clicking “I Agree.” As a Registered User you are also required to affirmatively accept any future revisions to this Agreement in a similar manner. D4A maintains a record of acceptance for each Registered User, including the verification of this Agreement accepted by you whenever you click “I Agree.”

3.3       D4A will notify you of revision dates to this Agreement by posting the “last revised date” preceding the first paragraph of this document. The revised Agreement will take effect immediately after it has been posted on our Website.

4. Eligibility

 

4.1       D4A requires, and enforces, strict compliance with our eligibility (“Eligibility”) requirements, as defined herein. Our Service is not intended for individuals under the age of 18. It is intended solely for the use of our Users. Registration on our Service by any other person is strictly prohibited, unauthorized, unlicensed, void, and in violation of this Agreement.

 

4.2       By registering on our Service you assert and warrant that you are doing so for the purpose of using our Service as intended.  Registration for any other purpose violates this Agreement and is strictly prohibited. By registering on our Service you further assert and warrant that you are of legal age and possess the legal capacity to enter into this Agreement, either on your own behalf or on behalf of an entity you represent.

5. Account Registration

 

5.1       As a Registered User you are required to provide us accurate, current, reliable and otherwise valid data when completing the registration forms that establish your account (“Account”) on our Service and you agree that such data must be kept current and revised in a timely manner when events occur that may alter its validity.

 

5.2       As a Registered User you agree that you are solely responsible for the data and activities related to updating and maintaining your Account, notwithstanding the fact the D4A may, for technical or other reasons, assist you in making changes to your Account at your direct request, and after proper verification.

 

5.3       Registration on our Service requires you to establish security credentials that allow you access to your Account. The credentials include a user identifier and a corresponding password. You may also be required to establish additional credentials should D4A deem them necessary to protect the integrity of our Service. You agree that you are responsible for maintaining the confidentiality of said credentials.

6. User Content

 

6.1       You retain all ownership rights to content which you are the lawful owner or licensee of (“User Content”) and which you make available to our Service via whatever mechanism our Service provides, excluding such items defined as Transmissions herein and subject to any other rights granted to D4A under this Agreement.

 

6.2       User Content means content provided by a Registered User to our Service.

 

6.3       By submitting User Content to our Service, you grant D4A a nonexclusive, worldwide, transferable and fully paid license to copy, crop, reproduce, reformat, translate, display, excerpt (in whole or in part) and distribute your User Content within our Service to the extent required to accomplish objectives directly or indirectly related to same.

 

6.4       In addition, the license you grant includes rights that allow D4A to create derivative works, or incorporate your User Content into other works, as D4A sees fit and as required by our Service. The license expires upon termination of this Agreement. You acknowledge and agree that D4A may retain archived copies of User Content for purposes related to our internal operations including but not limited to our compliance with applicable law and for other business purposes.

 

6.5       You represent, warrant, and guarantee that you have the full right, ability, and authority to make User Content available on our Service. You further represent, warrant, and guarantee that by making available User Content on our Service you are not violating any obligation owed by you to a third party, including without limitation obligations of confidentiality, privacy, attribution or intellectual property rights including, but not limited to, rights related to patent, trademark, copyright, or trade secrets.

7. Limited License

 

7.1       All content on our Service, except for User Content, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Information"), are the property of D4A or its licensors with all rights reserved.

 

7.2       If you meet the requirements of Eligibility, and have properly gained access to our Service as provided for in this Agreement, then you are granted a limited license to use our Service and the Information, and to download and print a copy of any portion of the Information for non-commercial use, provided that you keep all copyright or other proprietary notices intact.

 

7.3       As pertaining to all the Information, except for User Content, you may not make available, in any form and by any mechanism, said Information on any public or private website or incorporate the Information in any other database or compilation.

 

7.4       Any use of the Information, other than as set forth herein, is strictly prohibited. This limited license allows you to use the Information only for lawful uses in accordance with the foregoing and does not allow you to sell the Information, use the Information for commercial use, or use any type of data mining, robots, or similar data gathering or extraction methods on our Service.

7.5       Absent prior written consent from D4A, you may not copy or imitate any elements of our Service, including but not limited to, graphics, digital images, logos, sounds, images, and buttons protected by trade dress and other laws. Absent prior written consent from D4A, you may not use framing, metatags, or hidden text techniques in association with our logo, trademark or other copyrighted or proprietary information.

7.6       Unless expressly stated in this Agreement, or in a subsequent agreement entered into by D4A and a Registered User, nothing herein shall be construed as conferring any license to intellectual property rights, in any form or by any mechanism.

7.7       The D4A limited license is revocable at any time without notice and with or without cause.

8. Transmissions & Feedback

8.1       As defined herein, transmissions (“Transmissions”) may take the form of questions, comments, suggestions, ideas, feedback, notes, messages, e-mails, postings, letters, or other written materials about, or concerning, our Service, provided by you to D4A, other than User Content. You acknowledge that Transmissions by you to and from our Service are non-confidential, and that others may read and/or intercept such Transmissions.

8.2       D4A has the right, but not the obligation, at its sole discretion, to review any Transmissions using our Service and to edit or delete any Transmissions that violate any part of this Agreement.  You hereby consent to D4A’s collection and use of such Transmissions in accordance our then current Privacy Policy and acknowledge that submitting Transmissions to our Service creates no financial or fiduciary relationship between you and D4A.

8.3       By using our Service, you thereby assign all right, title, and interest, including the copyright therein, in all Transmissions, to D4A. Accordingly, D4A shall own all intellectual property rights in the Transmissions and shall be entitled to unrestricted use of the Transmissions for any purpose, commercial or otherwise, without acknowledgment, compensation, or liability to you.  By submitting such Transmissions to our Service, you irrevocably waive all "moral rights" in such Transmissions.

9. Indemnification

9.1       You agree to defend, indemnify, and hold D4A, its parents, subsidiaries, affiliates, officers, agents and employees, its suppliers and their respective affiliates and agents harmless from all claims, liabilities, damages, and expenses (including attorneys' fees and expenses) arising out of or relating to your use of our Service, including but not limited to: (1) your submission to our Service of any Transmission; (2) your alleged breach of this Agreement; or (3) your infringement of any intellectual property or other right of any person or entity.

9.2       D4A acknowledges and agrees that the indemnification sought in 9.1 is limited to acts that are directly or indirectly under your control regarding your use of, or inability to use, our Service, and does not extend beyond that.

10. Limitations of Liability

10.1    IN NO EVENT SHALL DOCTORS FOR ACCIDENTS, LLC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM YOUR USE OR INABILITY TO USE OUR SERVICE; OR FOR THE LOSS OF PROFITS OR DAMAGES THAT MAY RESULT FROM THEFT, DELAYS, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, VIRUSES, FAILURE OF PERFORMANCE, DESTRUCTION OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF USE, PROFITS, DATA OR OTHER INTANGIBLES WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE); OR OTHERWISE, EVEN IF DOCTORS FOR ACCIDENTS, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2     APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES OR EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH CASES, THE ABOVE LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. TO THAT EXTENT, DOCTORS FOR ACCIDENTS, LLC'S TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION SHALL NOT BE GREATER THAN THE TOTALITY OF PAYMENTS MADE BY YOU TO DOCTORS FOR ACCIDENTS, LLC IN EXCHANGE FOR ALLOWING YOU TO USE OUR SERVICE DURING THE PAST THREE MONTHS PRIOR TO THE COMMENCEMENT OF ANY LEGAL ACTION OR PROCEEDING, OR $100.00 USD, WHICHEVER IS LESS.

11. DISCLAIMER

11.1     YOU ACKNOWLEDGE THAT OUR SERVICE AND THE INFORMATION THEREIN ARE PROVIDED ON AN "AS IS" BASIS AND THAT DOCTORS FOR ACCIDENTS, LLC MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING OUR SERVICE OR THE INFORMATION. DOCTORS FOR ACCIDENTS, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2     BY USING, OR ATTEMPTING TO USE, OUR SERVICE, YOU EXPRESSLY ACKNOWLEDGE THE FOLLOWING:

  1.       THE INFORMATION COULD INCLUDE TECHNICAL INACCURACIES AND/OR TYPOGRAPHICAL ERRORS;
  2.        DOCTORS FOR ACCIDENTS, LLC DOES NOT REPRESENT OR WARRANT THE TIMELINESS, RELIABILITY, COMPLETENESS, OR ACCURACY OF THE INFORMATION; AND
  3.       DOCTORS FOR ACCIDENTS, LLC DOES NOT REPRESENT OR WARRANT THAT OUR SERVICE OR ANY RELATED SERVERS ON WHICH IT RESIDES ARE FREE OF ERRORS OR VIRUSES OR OTHER POTENTIALLY DAMAGING CONTENT.

11.3     DOCTORS FOR ACCIDENTS, LLC. MAY PERIODICALLY MAKE CHANGES TO ANY SERVICE CONTENT, INFORMATION, FEATURES OR FUNCTIONS. DOCTORS FOR ACCIDENTS, LLC RESERVES THE RIGHT TO IMPLEMENT SUCH CHANGES AT ANY TIME WITHOUT NOTICE TO YOU, OTHER THAN THAT WHICH IS SET FORTH IN THIS AGREEMENT.

11.4     UNLESS SPECIFICALLY INDICATED IN WRITING TO THE CONTRARY, NO REFERENCE IN OUR SERVICE TO ANY PRODUCTS, PROCESSES, SERVICES OR OTHER INFORMATION BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER, OR OTHERWISE, SHALL CONSTITUTE OR IMPLY DOCTORS FOR ACCIDENTS, LLC'S ENDORSEMENT OR SPONSORSHIP THEREOF.

12. Links

12.1     Our Service may include hypertext links to other websites over which D4A has no control. D4A makes no representations of any kind regarding the content on such websites or the content on any website linked to such websites or to any changes or modifications made thereto.

12.2     You hereby acknowledge that by using any such hypertext links, you irrevocably waive any and all claims against D4A regarding such websites and must adhere to the usage and privacy policies governing such sites. D4A’s usage of links does not imply our endorsement, or sponsorship, of any such websites.

13. Intellectual Property Rights of Third Parties

 

13.1     D4A respects the intellectual property rights of others and requires a Registered User of our Service to do likewise. D4A prohibits a Registered User from making available, in whatever form and by whatever mechanism, content on our Service that infringes upon any party’s intellectual property rights.

 

13.2     D4A has the right to terminate the Account of any infringing Registered User and will take steps to do so immediately upon proper notification and in compliance with applicable law. You acknowledge and agree that a violation of the intellectual property rights of others on our Service triggers the Indemnification as provided for herein.

 

13.3     D4A will strictly comply with the requirements of the Digital Millennium Copyright Act, Title 17, United States Code Section 512(c)(2) (“DMCA”). If you believe your copyright has been violated by any content on our Service then you may send a written notification of such infringement to our Designated Agent as set forth below.

 

13.4     D4A has designated an agent to the U.S. Copyright Office to receive notifications of alleged copyright infringement relating to our Service. You must submit all such notifications, in a manner consistent with the DMCA, to D4A’s Designated Agent. Likewise, if you believe that your copyrighted content has been erroneously removed from our Service then you must send a counter notification to D4A’s Designated Agent in a similar DMCA compliant manner.

 

Send all DMCA compliant notifications to:

 

Content Provider: Doctors for Accidents, LLC

Designated Agent: Nikole Kinsella

Address: 11542 Santini Ln. Porter Ranch, CA 91326

Phone: (760)409-9710

Email:  business@doctorsforaccidents.com

14. Trademark

14.1     All trademarks used on our Service are the property of their respective owners and may not be used without permission therefrom.

14.2     Whether or not specifically designated as such, www.doco.la and all other colors, graphics, logos, sounds, images, icons and buttons displayed on our Service are or may be trademarks of D4A or its affiliates.

14.3 Absent prior written consent from D4A, you may not copy, imitate, or use any portion of these marks.

15. User Conduct Restrictions: Impermissible Use and Activities

 

15.1     You agree not to use our Service to transmit data or code which: (1) is unlawful, threatening or abusive; (2) encourages criminal or other activity that would reasonably give rise to civil liability or otherwise violate any local, state, federal, or international law; (3) contains false or misleading information; (4) inhibits another User from use or enjoyment of our Service; (5) is defamatory, libelous or otherwise unlawful; (6) contains a virus or surreptitious code; (7) contains any type of commercial component or advertising; or (8) allows for the harvesting of email addresses or other contact information, or the harvesting of information of any kind.

 

15.2     Furthermore, you agree not to use our Service to engage in the following kinds of activities: (1) transmit, upload, post, store, and share content of any kind, and by any other mechanism, that you are not the lawful owner or licensee of; (2) register for more than one Account or register an Account in the name of another; (3) impersonate a person or entity or make misrepresentations regarding affiliations of any kind; (4) engage in any kind of behavior that can reasonably be construed as SPAMMING; (5) engage in any behavior likely to cause harm to D4A, our Service, its Users, or to the public at large.

 

16. Data Collection

 

16.1     Your Transmissions are subject to D4A’s Privacy Policy. By using our Service you agree to review D4A’s Privacy Policy and to be bound by its terms and conditions.  From time to time D4A may change its Privacy Policy without notice to you, other than that provided for in the Policy. Your continued use of our Service, after the posting of any changes to said Policy, shall constitute your agreement and acceptance of such changes.

 

16.2     D4A does not knowingly collect personally identifiable information (or information of any other kind) directly from anyone under the age of 13, with or without parental consent. If you have a good faith belief that D4A has inadvertently collected such information, please contact D4A at privacy@doco.la. D4A will take immediate steps to remove such information from our Service and from any databases under D4A’s control.

17. Governing Law

17.1     The laws of the State of California, United States of America shall govern this Agreement, as well as D4A’s Privacy Policy, notwithstanding any principles of conflicts of law.

17.2     You agree that any action at law or in equity arising out of or relating to this Agreement or D4A’s Privacy Policy, other than those disputes or claims subject to Arbitration as enumerated below, shall be filed only in state or federal court located in the State of California, in a venue most proximate to Los Angeles County, California, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such action.

18. Arbitration

18.1     Any claim or controversy arising among or between the parties hereto pertaining to our Service, or any claim or controversy arising out of, or with respect to, any matter contained in this Agreement, or any differences as to the interpretation or performance of this Agreement, other than those wherein either party has infringed or threatened to infringe the other party’s intellectual property rights, or wherein you have violated our User Conduct Restrictions, shall be settled by arbitration in the State of California. Such arbitration shall be before three arbitrators of the American Arbitration Association (the “AAA”) under its then prevailing rules.

18.2     Intellectual property rights, as defined herein, include patent, copyright, trademark or trade secrets. You and D4A jointly acknowledge that arbitration is not an adequate remedy at law for actual or threatened infringement of either party’s intellectual property rights. Therefore, it is agreed that injunctive or other appropriate relief may be sought under these circumstances.

18.3     In any arbitration involving this Agreement, the arbitrators shall not make any award that will alter, change, cancel or rescind any provision in this Agreement, and their award shall be consistent with the provisions of this Agreement. Any such arbitration must be commenced no later than one (1) year from the date such claim or controversy arose, or the claim is waived.

18.4     The award of the arbitrators shall be final and binding and judgment may be entered thereon in any court of competent jurisdiction.

19. Termination

19.1     Either you or D4A may terminate this Agreement. You may terminate this Agreement by destroying all materials obtained from our Service and by providing a termination notice to D4A at terminate@doco.la. D4A may terminate this Agreement immediately, without notice for any reason, or no reason, and reserves the right to block or prevent your future access to our Service.

19.2     Should you or D4A decide to terminate this Agreement then D4A will prevent access to your Account on our Service. D4A agrees to make a good faith effort to resolve an outstanding dispute between D4A and a Registered User, if any exist, prior to termination. D4A, at its sole discretion, may restore access to your Account if the dispute has been resolved to its satisfaction.

19.3     You acknowledge and agree that termination of this Agreement by either party pertains solely to your use of our Service, and has no effect on other contractual obligations that may exist between the parties, which remain in full force and effect.

20. Severability

If any portion of this Agreement or of D4A’s Privacy Policy is determined by a court of competent jurisdiction to be unlawful, void, or unenforceable, that portion will be deemed severable and will not affect the validity and enforceability of any remaining provisions hereof.

21. Entire Agreement

 

This Agreement contains all of the terms and condition agreed to by you and D4A with respect your use of our Service. It supersedes all prior agreements, arrangements and communications between the parties dealing with same, whether oral or written.

22. Definitions and Constructions

Unless otherwise specified, the terms, "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter.

 

 

Doctor Agreement

 

Date of Last Revision: June 05, 2019.

  1. Introduction

 

1.1       This Doctor Agreement (“Agreement”) governs your relationship with Doctors for Accidents, LLC (collectively “D4A” or “us” or “our” or “we”) when you register on our Service as a Doctor and establish a Doctor’s account (“Account”). This Agreement incorporates by reference our General Terms. Our General Terms form the foundation upon which this Agreement is based.

 

1.2       Our General Terms represent the baseline minimal terms and conditions that must be agreed to in order to use our Service. Our General Terms, and what is contained herein, are collectively referred to as “this Agreement.” By registering as a Doctor on our Service you agree to be bound by the entirety of this Agreement, which includes our General Terms and our Business Associate Agreement by reference.

 

1.3       By clicking “I Agree” you are accepting what is contained herein and you are also accepting all the terms and conditions contained in our General Terms AND IN OUR BUSINESS ASSOCIATE AGREEMENT, which have been included herein by reference. Please read our General Terms carefully before proceeding.

 

1.4       With respect to the acceptance of this Agreement “you” or “Doctor” means you as an individual unless you are accepting this Agreement on behalf of your employer or other entity, in which case “you” or “Doctor” means that employer or entity.

 

1.5       If a conflict of terms and conditions exists between our General Terms and this document then what is contained herein controls.

  1. Account Management

 

2.1       The Account established upon registration on our Service as a Doctor will be referred to as the Doctor’s business account (“Business Account”).

 

2.2       Doctor agrees to assume full responsibility for managing its Business Account, including updating and/or deleting information in the Business Account to maintain its validity.

 

 

3. Definitions

 

3.1       Operational

 

    1. Attorneys: means, generally, personal injury attorneys, however a Doctor registered on our Service is not precluded from providing services to other kinds of attorneys.

 

    1. Billing Cycle: means the number of calendar days from the Registration Date up to and including the day of the next month prior to the calendar day of the Registration Date; repeated in this manner until Cancellation.

 

    1. Business Account: means the method by which a Doctor, gains access to our Service after presenting the proper Credentials.

 

    1. Cancellation: a Doctor may cancel and effectively terminate its Subscription with D4A anytime online; cancellation will be effectuated the calendar day prior to the next Billing Cycle.

 

    1. Doctor:  means a healthcare provider that has registered on our Service for the purpose of providing services to Attorneys.

 

    1. Credentials:  means the user identifier and password provided by D4A to a Doctor for a Doctor to obtain access to the Doctor’s Business Account.

 

    1. D4A:  means Doctors for Accidents, LLC and the provider of this Service.

 

    1. Payment Method: means credit card, debit card or other form of payment accepted by our Payment Processor.

 

    1. Payment Processor: means the third-party entity that D4A uses to accept Payments from Doctor’s for their Subscription.

 

    1. Payment: means financial transaction, in U.S. Dollars, wherein a Doctor pays D4A the monthly Subscription Fee, through our Payment Processor.

 

    1. Registration: means the process that D4A provides for establishing an Account on our Service and thereby acquiring a Business Account.

 

    1. Registration Date: means the date that the Doctor completed the Registration process.

 

    1. Service: means D4A’s products, software, processes, services, website and servers, all of which collectively constitute subscription based online directory and interactive website for doctors to obtain users comments concerning their medical services, and other resources; providing information, namely, compilations, rankings, ratings, reviews, referrals and recommendations relating to medical service providers, and other resources using a global computer network.

 

    1. Subscription: is the method by which a Doctor acquired access to our Service through Registration.

 

    • Subscription Fee: is the monthly Payment to D4A by a Doctor for the continued use of our Service. The Subscription Fee is due and payable at the start of each Billing Cycle. The Registration Date starts the first cycle.

 

    1. Termination: means a Doctor’s ending of its business relationship with D4A under the terms and conditions defined herein, including D4A preventing further access to a Doctor’s Business Account. Termination will be effectuated and the end of the current billing cycle.

 

 

3.2       Intellectual Property & Confidentiality

 

    1. Confidential Information:  means any written information or information that is stored by electronic means which (i) relates to this Agreement, (ii) is received by one of the parties from the other and (iii) is marked “Confidential,” “Proprietary” or bears a marking of like import or which the Disclosing Party states in writing at the time of transmittal to, or receipt by, the Receiving Party is to be considered confidential.

 

    1. Disclosing Party: means the party providing Confidential Information.

 

    1. Intellectual Property Rights: means all rights of design and authorship, all copyrights, all trademark and service mark rights, all patent rights, all rights in trade secret and proprietary information, all rights of attribution and integrity and other moral rights, and all other intellectual property rights of any type.

 

    1. Moral Rights: means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country in the world, or under any treaty.

 

    1. Receiving Party: means the party receiving confidential information.

 

    1. Trade Secret: means any oral, written, or documentary information or information that is stored by electronic means that: (i) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.
  1.   Term and Duration

 

4.1       The term of this Agreement shall commence on the date a Doctor first accepts this Agreement, or accepts a modified Agreement, as provided for in our General Terms. This Agreement will remain in full force and effect until it is terminated by either party as provided for herein.

 

4.2       Doctor acknowledges and agrees that the mutual obligations to maintain Trade Secrets and Confidential Information are in effect in perpetuity or to the extent allowed by applicable law.

 

4.3       Doctor acknowledges and agrees that the covenant not to compete remains in effect for the duration provided for herein or to the extent allowed by applicable law.

5. Compensation

 

5.1       D4A requires Doctors to pay the Subscription Fee due at the time of Registration and Billing Cycle hence, in order to continue accessing our Service, unless a separate compensation mechanism has been agreed to in writing between a Doctor and D4A. To pay the Subscription Fee a Doctor must provide a Payment Method accepted by our Payment Processor. Payment is due immediately in U.S. dollars upon the close of a Billing Cycle and will be automatically billed by D4A with the Payment Method on filed with our Payment Processor.

 

5.2       Doctor acknowledges and agrees that where applicable, Doctor is responsible for any taxes due and will pay D4A the Subscription Fee without any reduction for such amounts.  All Subscription sales are final. D4A will only refund a Subscription Fee at its sole discretion.

 

5.3       Doctor acknowledges and agrees that failure to pay the Subscription Fee will trigger D4A to suspend a Doctor’s Business Account until such time as Payment is made or Doctor terminates this Agreement as specified herein.

 

5.4       Doctor acknowledges and agrees that any third party content that Doctor wants D4A to host as part of the delivery of its Service must be purchased and/or licensed by Doctor and made available to the Service, and as such will be considered User Generated Content as defined in our General Terms.

6. Authorized Access to the Service

 

6.1       Covered Entity: Doctor represents and warrants that it is a HIPAA Covered Entity and licensed to practice law in the state or states where Doctor’s services are offered.

 

6.2       Authentication. Doctor agrees that D4A reserves the right, but not the duty and responsibility, to authenticate that a Doctor is a qualified healthcare professional by using the information that a Doctor provides to us during Registration. You acknowledge and agree that D4A can use and share this information with third parties in order to authenticate that the Doctor meets our Eligibility requirements as defined in our General Terms.

7. Confidentiality

 

7.1       Either party to this Agreement may, in the course of fulfilling its terms, need to disclose information to the other party that is proprietary or confidential.

 

7.2       The terms Confidential Information and Trade Secrets do not include information that: (i) is already known to the Receiving Party as evidenced by prior documentation thereof; or (ii) is or becomes publicly known through no wrongful act of the Receiving Party; or (iii) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement or any other agreement; or (iv) is approved for release by written authorization of the Disclosing Party.

 

7.3       The Receiving Party shall not disclose to others, or use for any purpose of its own, any Confidential Information, financial or business data, technical data, or other confidential or proprietary information obtained from the Disclosing Party, or from an affiliated entity of the Disclosing Party, as a result of work done pursuant to this Agreement, or generated or developed in the performance of work under this Agreement.

 

7.4       The Receiving Party agrees not to use for any purpose whatsoever or to disclose Trade Secrets at any time during or after the term of this Agreement or until such Trade Secrets lose their status as such by becoming generally available to the public by independent discovery, development, or publication.

 

7.5       The covenants regarding Confidential Information and Trade Secrets will apply to any Confidential Information or Trade Secrets disclosed to the Receiving Party by the Disclosing Party before or after the date of this Agreement and remain in full force and effect after termination of this Agreement.

 

8. Independent Contractor

 

8.1       Neither party nor any of its personnel shall be considered as an agent or employee of the other party.  It is understood and agreed that D4A is an independent contractor with respect to performing work hereunder and that D4A shall have full control over, and responsibility for, the manner and means by which the Service is delivered to Doctor.

 

8.2       Doctor acknowledges and agrees that it is likewise an independent contractor vis-à-vis its relationship with D4A as provided for herein.

 

9. Non-Compete

 

9.1       In consideration for D4A providing Doctor access to our Service, Doctor hereby agrees that during the term of this Agreement, or upon the termination of this Agreement, and notwithstanding the cause of termination:

 

  1.   Doctor shall not compete with the business of D4A or its successors or assigns, to wit, any business that provides a platform analogous to our Service, and Doctor further agrees that Doctor’s employees or agents (if any) shall not directly or indirectly, as an owner, officer, director, employee, consultant, or stockholder, engage in a business that provides a platform analogous to our Service, or a business substantially similar or competitive to our Service.

 

(B) This non-compete clause shall apply to the entirety of the Internet, anywhere in the world, and shall be in full force and effect for the entire term of this Agreement, commencing with the date this Agreement is accepted, and for two years post the termination of this Agreement, consistent with Acceptance as provided for in our General Terms and with Termination as provided for herein.

 

9.2       Doctor further agrees that any violation of this covenant not to compete will trigger D4A’ right to terminate this Agreement as provided for in our General Terms.

10. Force Majeure

 

Neither party shall be responsible for (or be deemed in breach or default hereof as a result of) delays or failures in performance hereunder to the extent that such party was hindered in its performance by any act of God, war, terrorism, civil commotion, application of any law or regulation or other act of any governmental officer or personnel, labor dispute, or any other occurrence beyond the reasonable control of such party.

11. Notices

 

All notices hereunder (other than Payment) shall be in writing and delivered personally or sent via facsimile, by certified mail, return receipt requested, email (confirmation requested) or by a reputable courier service to the address of the principal place of business of the party to be notified or to the address provided to our Service during registration, if no principal place of business can be determined.

12. Resolution of Conflict

 

Both parties agree during a thirty (30) day period after notice is given to the other party of a dispute under the terms of this Agreement to use their best efforts to resolve any dispute through good faith negotiations, prior to invoking the remedies provided for in our General Terms, unless the Intellectual Property Rights of either party are threatened or Doctor is in violation our User Conduct Restrictions.

13. Compliance with Applicable Law

 

You acknowledge and agree that as a HIPAA Covered Entity you are required to comply with the HIPAA Regulations, including but not limited to, the HIPAA Privacy Rule, the HIPAA Security Rule, and the HITECH Act’s Breach Notification Rule. You further acknowledge and agree that you are required to comply with all other applicable state and federal laws that directly or indirectly apply to healthcare providers.

14. D4A’S Rights

 

14.1     Doctor acknowledge that D4A owns all right, title and interest, including without limitation, all Intellectual Property Rights and Moral Rights, in and to our Service  (excluding intellectual property duly licensed by D4A from third-parties), and that Doctor shall not acquire any right, title, or interest in, or to, same.

 

14.2     A Doctor shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any D4A intellectual property including, but not limited to, content, software, and/or documentation.

 

14.3     A Doctor shall not create or attempt to create a substitute or similar Service through use of, or access to, D4A’s proprietary information. A Doctor shall not remove, obscure, or alter D4A copyright notices or other proprietary rights notices affixed to or contained within any D4A content, software, or documentation.

 

14.4     D4A may retain and use, subject to the terms of D4A’s Privacy Policy, and what is contained in this Agreement, all information a Doctor provides to our Service including, but not limited to, all information provided by a Doctor during Registration.

15. Severance and Waiver

 

15. 1    Doctor acknowledges and agrees that if any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Furthermore, if any provision of this Agreement 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.

 

15.2     D4A’ failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by D4A.

 

 

 

 

16. Termination

 

16. 1    Doctor acknowledges and agrees that it may terminate this Agreement as provided for herein and in our General Terms; however, D4A will not refund any Payments that Doctor has previously made.

 

 

16.2     Doctor acknowledges and agrees that once a termination notice, as provided for herein, is received by D4A, then no further access will be allowed to a Doctor’s Business Account.