These Terms were last updated on August 14, 2023.
These Terms do not apply to your access to and use of the products and services which we market for subscription on our Website (our “Services”). The practices and policies, including how we protect, collect, and use electronic data, text, messages, communications or other materials submitted to and stored within the Services by You are detailed in and governed by our Terms of Service, or such other applicable agreement between you and PatientIQ relating to your access to and use of such Services.
- Changes to Terms. These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions or deletions will be effective immediately upon posting. Your use of the Website after such posting will be deemed to constitute acceptance by you of such modifications, additions, or deletions.
- Changes to Website. We may change or discontinue any aspect, service, or feature of the Website at any time, including, but not limited to, content, availability, and equipment needed for access or use.
- User Content Guidelines. The following terms apply to content submitted by you:
- The Website may contain comments sections, discussion forums, or other interactive features (“Interactive Areas”) in which you may post or upload user-generated content, comments, video, photos, messages, and other materials (collectively, “User Content”). You are solely responsible for your use of any Interactive Areas, and you use them at your own risk. Interactive Areas are available for individuals aged 13 years or older. By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and participate on the Website.
- By submitting any User Content or participating in an Interactive Area within or in connection with the Website, you agree that you will not upload, post or otherwise transmit any User Content that violates the Acceptable Use Policy or is protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity, or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity, or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity, or other proprietary rights or any other harm resulting from such a submission. Any person determined by PatientIQ, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Website.
- You agree not to represent or suggest, directly or indirectly, PatientIQ’s endorsement of User Content.
- Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Website will not be permitted. We reserve the right, in our sole discretion, to remove or edit User Content submitted by you.
- You acknowledge and agree that we are not responsible for the accuracy or credibility of any User Content, and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Website. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using Interactive Areas, you assume all associated risks.
- We have the right, but not the obligation, to monitor User Content posted or uploaded to the Website to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation, or authorized government request. Although we have no obligation to monitor, screen, edit or remove any of the User Content posted or uploaded to the Website, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Content posted or uploaded to the Website at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Website at your sole cost and expense. The decision by PatientIQ to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Website.
- By submitting User Content to the Website, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense (through multiple tiers) and otherwise exploit such User Content (in whole or in part) in any form, media, or technology now known or hereafter developed, without payment to you or to any third parties. Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the User Content and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms, or infringe upon any rights, including the right of privacy or right of publicity, or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity. You further grant us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the User Content by a breach of these Terms.
- Intellectual Property Rights. You acknowledge that all text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software, and computer code (collectively, “Content”), including but not limited to the “look and feel”, layout, design, structure, color scheme, selection, combination and arrangement of the Content present on the Website is owned by or licensed to us and that such Content is protected by copyright, trademark, trade dress and various other intellectual property and unfair competition laws.
Except with our express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Website or Content (in whole or in part) in any way or through any medium for distribution, publication, or any commercial purpose.
- Disclaimer of Warranty; Limitation of Liability.
- YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. NEITHER PATIENTIQ NOR ANY OF ITS EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, OR LICENSORS WARRANT THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITE, NOR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITE.
- THE WEBSITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
- TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL PATIENTIQ BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITE OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITE, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF PATIENTIQ HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT PATIENTIQ IS NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITE OR ANY OTHER THIRD PARTIES.
- IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
- We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Website, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the Website.
- Indemnification. You agree to defend, indemnify and hold harmless PatientIQ and its respective directors, officers, employees and agents from and against all claims and expenses, including attorney’s fees, arising out of the use of the Website by you. PatientIQ reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide PatientIQ with such cooperation as is reasonably requested by PatientIQ.
- Termination; Survival. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Website in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The provisions of Sections 1, 2, and 5-12 survive termination of these Terms.
- Governing Law; Venue. Any and all disputes, claims and controversies arising out of or in connection with your access to, and/or use of the Website, and/or the provision of content, services, and/or technology on or through the Website shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Illinois applicable to contracts made, entered into and performed entirely therein, without giving effect to its conflict of law’s provisions. If a lawsuit or court proceeding is permitted under these Terms, then you and PatientIQ agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Chicago, Illinois for the purpose of litigating any dispute.
- Dispute Resolution and Arbitration.
- Generally. In the interest of resolving disputes between you and PatientIQ in the most expedient and cost-effective manner, you and PatientIQ agree that, unless prohibited by law, every dispute arising in connection with these Terms will be resolved by binding arbitration. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PATIENTIQ ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Notwithstanding the foregoing, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Arbitration Rules. If you are based in the United States, any arbitration between you and PatientIQ will be governed by the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association and will be held in Chicago, Illinois.
- No Class Actions. YOU AND PATIENTIQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and PatientIQ agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
- Enforceability. If this Section is found to be unenforceable, the parties agree that the exclusive jurisdiction and venue described herein will govern any action arising out of or related to these Terms.
- Miscellaneous. These Terms and any operating rules for the Website established by us constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of PatientIQ and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.