THIS SERVICES AGREEMENT (the “Agreement” and/or “Terms and Conditions”), as amended from time to time by the Company, Inc., a Delaware corporation, its subsidiaries, affiliates, predecessors, successors and assigns (the terms “the Company,” “us,” “we,” and/or “our” shall refer to the Company), between you (the terms “Customer,” “you” and/or “your” shall refer to the individual, entity or organization that accepts this Agreement, has access to your account or uses the Services) and the Company, sets forth the terms and conditions applicable to your purchase and/or use of our products and services (collectively, the “Services”) as further set forth herein. You and the Company together may be referred to herein as the “Parties” and each may be referred to herein as a “Party.” This Agreement explains our obligations to you, and your obligations to us in relation to any Services you purchase or otherwise utilize.
You acknowledge that you have read, understand and agree to be bound by all of the Terms and Conditions of this Agreement, as well as all other applicable rules or policies, terms and conditions, or service agreements that are or may be established by the Company from time to time and are incorporated herein by reference. You may also elect to purchase additional Services (the “Additional Services”) from the Company, our partners and/or other third parties, which may have their own service agreements or other related terms and conditions, and it is your obligation to review, accept and abide by those service agreements or other related terms and conditions, as well as this Agreement.
Your use of the Company’s services, including the services the Company makes available through its website or authorized websites, and any content (“the Company Content”) made available through these websites (collectively the “Services” ) is governed by these terms and conditions (the “Terms”). Please read these terms carefully before using the Services.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE REVIEWS.MD WEBSITE OR SERVICES, OR POSTING OR ACCESSING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES OR THE COMPANY CONTENT.
If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.
Reviews.MD is a “software-as-a-service” platform designed to allow you to send emails or SMS/Text messages to solicit patient feedback. It is delivered via the internet, so you must use a standard desktop web browser (Google Chrome or Firefox are supported) to access this service.
4. User accounts/Personal info
In the course of using the Services, you may be required to provide the Company personally identifiable information, including contact information, username and password (“Credentials”)The Company handles such information with the utmost attention, care and security. Nonetheless, you, not the Company, shall be responsible for maintaining and protecting your Credentials in connection with the Services. If your contact information, or other information relating to your username or password changes, you must notify the Company promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify the Company of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify the Company immediately.
5. User-generated content
By making available any user-generated content (“User Content”) through the Site and Services, you hereby grant to the Company a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast and otherwise exploit such User Content only on, through or by means of the Site and the ServicesThe Company does not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such User Content.
You acknowledge and agree that you are solely responsible for all User Content that you make available through the Site or Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Site or Services or you have all rights, licenses, consents and releases that are necessary to grant to the Company the rights in such User Content, as contemplated under these Terms; and (ii) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or the Company’s use of the User Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
the Company reserves the right (but shall have no obligation) to remove any or all User Content from the Services in its sole discretion. You agree to immediately take down any User Content that violates the Terms, including pursuant to a “takedown” request from the Company. In the event that you elect not to comply with a request from the Company to take down certain User Content, the Company reserves the right to directly take down such User Content
6. Third-Party Services/Materials
You may be able to access or use third party services, resources, content or information (“Third Party Materials”) via the Company. By using the Company to find material on the Internet, you instruct the Company to present portions of the data sources that you have selected. You acknowledge sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and the Company disclaims any liability that you may incur arising from your access to or use of such Third Party Materials or User Content via the Company. You acknowledge and agree that the Company: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services on or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services. Your ability to access or link to Third Party Materials does not imply any endorsement by the Company of Third Party Materials or any such third party services; and (d) has no responsibility or liability for the deletion or failure to store any Third Party Materials maintained or transmitted through use of the Services. You further acknowledge that you are solely responsible for backing up and making copies of any Third Party Material that you wish to preserve.
7. Compliance with 3rd Party Review site policies
Business using the Reviews.MD platform agree to adhere to the Terms of Service of all major review publisher sites. This includes but not limited to Google, Facebook, Yelp, and other review sites.
– When soliciting reviews using the Reviews.MD platform, businesses must provide all recipients the same options to provide feedback, regardless of their sentiment. This applies to review requests sent via standard review templates, custom email templates, and surveys.
– Sites prohibiting solicitation of reviews: Businesses using Reviews.MD must comply with review websites (such as Yelp.com) that prohibit review solicitation, and will not misuse the the Company platform to bypass review sites’ policies.
– Failure to comply with 3rd Party Review site policies: If a business attempts to circumvent the Terms of Service of 3rd party review sites, the Company will notify the business and allow them 30 days take corrective action. Should the business fail to comply within the 30-day notice period, their account will be suspended from using the Reviews.MD platform.
8. Third party software
The Services incorporate certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.
9. Eligibility of Use
You may not use the Services if you are a person barred from receiving the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You affirm that you are over the age of 13, as the Services are not intended for children under 13.
10. Restrictions On Use
You agree not to do any of the following while using the Site, Services or the Company Content:
Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar or offensive; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances).
Use, display, mirror, frame or utilize framing techniques to enclose the Site or Services, or any individual element or materials within the Site or Services, the Company’s name, any the Company trademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without the Company’s express written consent;
Access, tamper with, or use non-public areas of the Site or Services, the Company’s computer systems, or the technical delivery systems of the Company’s providers;
Attempt to probe, scan, or test the vulnerability of any the Company system or network or breach any security or authentication measures;Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company or any of the Company’s providers or any other third party (including another user) to protect the Site, Services or the Company Content;
Attempt to access or search the Site, Services or the Company Content or download the Company Content from the Site or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by the Company or other generally available third party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari or Opera);
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
Use any meta tags or other hidden text or metadata utilizing a the Company, Inc. trademark, logo URL or product name without the Company’s express written consent;
Use the Site, Services or the Company Content for the purpose of bringing an intellectual property infringement claim against the Company or for the purpose of creating a product or service competitive with the Services.
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or the Company Content to send altered, deceptive or false source-identifying information;
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or the Company Content;
Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;
Collect or store any personally identifiable information from the Site or Services from other users of the Site or Services without their express permission;
Impersonate or misrepresent your affiliation with any person or entity;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
The Company will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and Site and Services security issues, to the fullest extent of the lawThe Company may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that the Company has no obligation to monitor your access to or use of the Site, Services or the Company Content or to review or edit any User Content, but has the right to do so for the purpose of operating the Site and Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental bodyThe Company reserves the right, at any time and without prior notice, to remove or disable access to any the Company Content and any User Content, that the Company, in its sole discretion, considers to be in violation of these Terms or otherwise harmful to the Site or Services.
11. Feedback
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at [email protected]. You acknowledge and agree that all Feedback will be the sole and exclusive property of the Company and you hereby irrevocably assign to the Company and agree to irrevocably assign to the Company all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent rights, copyright rights, trade secret rights, and other proprietary or intellectual property rights therein. At the Company’s request and expense, you will execute documents and take such further acts as the Company may reasonably request to assist the Company to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
12. Ownership
The Site, Services and the Company Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, the Company and its licensors exclusively own all right, title and interest in and to the Site, Services and the Company Content, including all associated intellectual property rights. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or the Company ContentThe Company claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.
12. Trademark
All trademarks, service marks, logos, trade names and any other proprietary designations of the Company used herein are trademarks or registered trademarks of the Company, Inc. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
13. Changes to Services or Terms
the Company reserves the right, in its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time. Changes to the Services may include the modification or discontinuation of any “review aggregation” services currently offered as part of the Services. If we modify these Terms, we will post the modification on the Site or otherwise provide you with notice of the modification. By continuing to access or use the Site or Services after we have posted a modification to these Terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services. These Terms may only be modified in writing as set forth in this paragraph and may not be modified orally. Please visit this page regularly to review these Terms for any changes.
14. Termination & Cancelation
Without limiting other remedies, the Company may at any time suspend, terminate, or refuse to provide you with access to the Site or Services.
Unless otherwise stipulated in the Order for Services, payment for the Services are to be made via a charge to your credit card, charge card, PayPal account or bank account provided to us (“the Account”). You are solely and absolutely responsible for any Account information that you provide to the Company and must promptly inform the Company of any changes or updates to the method of payment. By submitting an Order for Services, you authorize the Company to charge the order to the Account or to otherwise immediately bill you for the Services. You acknowledge and agree that unless otherwise expressly stipulated in the order process or otherwise changed afterwards in accordance with the applicable process, all annual, monthly or other recurring fees related to the Services or otherwise referenced in this Agreement are to be recurring transactions that will be billed on an ongoing basis until the Services are terminated in accordance with this Agreement. If you have provided billing information sufficient for automatic billing, then the Company will bill you automatically in accordance with the applicable billing frequency. You are obligated to pay for the full amount of the Agreement, even if such full amount is scheduled to be paid in installments. If you elect to pay for the Services in installments, provided such a payment schedule is expressly permitted and accepted by the Company, all installments must be received on or before the applicable due date.
Unless otherwise specified herein, on our website or in the applicable order process, each the Company Service is for a one-year initial term and renewable thereafter for successive terms. Any the Company Service that provides for a monthly billing cycle may be billed every four (4) weeks. Any renewal of your Services with us is subject to our then current Terms and Conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service prices and fees at the time of renewal.
If Customer pays for the Services by credit card or charge card, Customer permanently and irrevocably waives any and all right to enact a ‘chargeback’ (that is, a disputed, reversed or contested charge with the applicable bank, credit card, charge card or other payment method) against these payments for any reason whatsoever against the Company. If for any reason the Company is unable to charge your Account or other payment method for the full amount owed for the Services provided, or if the Company receives notification of a chargeback, reversal, payment dispute or is charged a penalty for any fee it previously charged to your Account or other payment method, you agree that we may pursue all available lawful remedies in order to obtain payment, including, but not limited to, immediate cancellation, without notice to you, of any your Services (including domain names). We also reserve the right to charge you reasonable “administrative fees” or “processing fees” for (i) additional tasks we may perform outside the normal scope of the Services; (ii) additional time and/or costs we may incur in providing the Services, and/or (iii) your noncompliance with this Agreement (as determined by us in our sole and absolute discretion). Typical administrative or processing fee scenarios include, but are not limited to: (i) customer service issues that require additional personal time or attention; (ii) recouping any and all costs and fees, including the cost of Services, incurred by the Company as the results of chargebacks or other payment disputes brought by you, your bank or other payment method processor. These administrative fees or processing fees will be billed to the Account or other payment method you have on file with the Company.
Except with respect to the Services to which you subscribe on a monthly (or similar billing cycle) basis, we will endeavor, but are not obligated, to provide you with notice prior to the renewal of your Services at least thirty (30) days prior to the renewal date.
After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms and Conditions will immediately ceaseThe Company will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER. HOWEVER, THE COMPANY SHALL CONTINUE TO HAVE A LICENSE TO UTILIZE THE USER CONTENT.
Any suspension, termination or cancellation will not affect your obligations to the Company under these Terms and Conditions (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
15. Pricing and Billing
Please see the sales contract for information regarding pricing and billing for these Services. If you have any questions about the Company’s billing policies, please contact the Company at [email protected]
16. Privacy Policy
If you have any questions about the the Company Privacy Policy, please contact the Company at [email protected].
17. Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES ARE AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE.
NOTHING IN THESE TERMS, INCLUDING SECTIONS #17, #19, SHALL EXCLUDE OR LIMIT THE COMPANY’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
18. Indemnification
You agree to defend, indemnify, and hold the Company, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with User Content, your access to or use of the Site, Services or the Company Content, or your violation of these Terms.
19. Limitation of Liabilities
SUBJECT TO SECTION #15 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
THE LIMITATIONS ON THE COMPANY’S LIABILITY TO YOU IN THIS SECTION SHALL APPLY WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE SERVICES FOR THE LAST THREE MONTHS.
20. Entire Agreement, Governing law, Severability, Non-waiver, Assignment
These Terms, together with our Master Services Agreement, Insertion Order, and Privacy and Security Policy constitutes the entire agreement between the parties relating to the Services and all related activities. These Terms shall not be modified except in writing signed by both parties or by a new posting of these Terms issued by us. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of the Company to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by the Company must be in writing and shall only apply to the specific instance identified in such writing. You may not assign these Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. These Terms and any action related thereto will be governed by the laws of the State of New Jersey without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms will be the state and federal courts located in Essex County, New Jersey, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
21. Contact Us
If you have any questions about these Terms, please contact the Company at [email protected].
Date Last Modified: November 14, 2019
