These Terms of Service (“Terms”) apply to your access to and use of the websites, applications and other online products and services (collectively, our “Services”) provided by MedCircle, Inc. (“MedCircle” or “we”). By registering to use the Services you agree and acknowledge that you have read all of the terms and conditions of these Terms, you understand all of the terms and conditions of these Terms, and you agree to be legally bound by all of the terms and conditions of these Terms.
If you have any questions about these Terms or our Services, please contact us at [email protected]
You must be at least 13 years of age to access or use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in connection with our Services. If you are accessing or using our Services on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission.
Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, videos, health information and other materials (collectively, “User Content”). Except for the license you grant below, you retain all rights in and to your User Content, as between you and MedCircle.
You grant MedCircle and its affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content provided in connection with your User Content in all media formats and channels now known or later developed without compensation to you (except as specified in Section 7 below). When you post or otherwise share User Content on or through our Services, you understand that your User Content and any associated information (such as your username or profile photo) will be visible to the public. You may not to create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
You will not violate any applicable law, contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using our Services. You will not:
You may also only post or otherwise share User Content that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any User Content that:
In addition, although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason.
In using our Services, you may view content, utilize services, or otherwise interact with content and services provided by third parties (“Content Providers”), including, but not limited to, educational materials, webinars, links and/or connections to websites, applications or services of such parties (“Third-Party Content”). MedCircle does not control, endorse or adopt any Third-Party Content and you acknowledge and agree that MedCircle will have no responsibility for any Third Party Content, including without limitation, material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business or other dealings or correspondence with such third parties are solely between you and the third parties. MedCircle is not responsible or liable for any damage or loss of any sort caused, or alleged to be caused, by or in connection with any such dealings, including the delivery, quality, safety, legality or any other aspect of any good or services that you may purchase or sell to or from a third party.
The Services provide a venue for Content Providers to offer certain Third-Party Content for sale (“Paid Content”) to other users of the Services (“Purchasers”). The terms of this Section 7 apply to any Content Provider that provides Paid Content and any Purchaser who purchases Paid Content. MedCircle, in its sole discretion, may from time to time impose limits on the ability to offer or purchase Paid Content. Upon the purchase of Paid Content, the Purchaser and applicable Content Provider will enter into a separate agreement, pursuant to which the Purchaser agrees to pay applicable fees for the Paid Content, as displayed via the Services, (“Content Fees”) and the Content Provider agrees to provide the Paid Content in material conformance with any Paid Content descriptions or representations made available via the Services (“Content Warranty”). Content Providers and Purchasers agree that: (i) MedCircle is not a party to and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between Content Providers and Purchasers; and (ii) MedCircle does not investigate or verify the reputation, conduct, morality or criminal background of any Content Provider or Purchaser.
The terms of this Section 7(A) apply to you if you are a Content Provider.
You agree to make available via the Services a clear and accurate description of your Paid Content, and to provide the Paid Content (i) on the time and date advertised, (ii) in a professional manner consistent with industry standards, and (iii) in accordance with the Content Warranty. You agree that any Paid Content you provide, and any Purchaser’s purchase of your Paid Content, will not breach any agreements you have entered into with any third parties. You are solely responsible for resolving any disputes with Purchasers regarding your Paid Content, including any chargebacks or refunds, and for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by you or any Purchaser of your Paid Content, which are caused in whole or in part by you or your Paid Content.
To accept payments from Purchasers for your Paid Content, you must set up a payment account via the Services. You hereby appoint MedCircle as a limited payment collection agent solely for the purpose of accepting payments from Purchasers for your Paid Content. Any payments made by a Purchaser through MedCircle for your Paid Content shall be considered the same as a payment made directly to you. In accepting appointment as Content Provider’s limited collection agent, MedCircle assumes no liability for any of your acts or omissions. MedCircle will initiate payments to you for the Content Fees actually received by MedCircle from Purchasers of your Paid Content, less any refunds provided by MedCircle and less the MedCircle fees described via the Services (“MedCircle Fees”). The time it takes for you to receive such payments may vary depending upon the payment method you have selected via the Services. Some payout methods involve the use of third-party payment processors, who may impose their own additional charges for the use of their services, including by deducting their charges from the payout amount.
MedCircle may withhold payment to you if we: (a) require additional information, such as tax information, government-issued identification, address, or date of birth; (b) have reason to believe the fees charged to Purchasers may be subject to dispute or chargeback; (c) suspect fraud; (d) are investigating whether your use of the Services is in breach of these Terms; or (f) to comply with applicable law. MedCircle may also offset any payments to you against amounts otherwise owed by you to MedCircle.
You are solely responsible for providing refunds if you fail to provide the Paid Content, breach the Content Warranty or otherwise are required to provide a refund to comply with applicable law. MedCircle reserves the right to refund all or a portion of Content Fees paid by any Purchaser for your Paid Content if MedCircle determines, in its sole discretion, that your use of the Services, including your offer or provision of Paid Content, is in breach of these Terms. If a refund is provided to Purchasers via the Services, whether at your request or in our discretion, you will still be responsible for paying to MedCircle the applicable MedCircle Fees for the refunded Paid Content transactions.
It is your responsibility to determine what, if any, taxes apply to your sale of Paid Content, including, for example, sales, use, value added, and similar taxes. It is also your responsibility to withhold, collect, report and remit the correct taxes to the appropriate tax authorities. MedCircle is not responsible for withholding, collecting, reporting, or remitting any sales, use, value added, or similar tax arising from any transaction completed via the Services.
The terms of this Section 7(B) apply to you if you purchase any Paid Content.
You agree that you are responsible for reading the full description of Paid Content before committing to purchase Paid Content. You agree to look solely to the applicable Content Provider to resolve all questions and disputes regarding any Paid Content.
Our Services allow you to use and store a payment method via the Services that is acceptable to us (“Payment Method”) to pay for Paid Content. You represent and warrant that you are authorized to use the Payment Method. The fees payable by you for any Paid Content will be specified via the Services prior to the time of your purchase (“Content Fees”). All Fees are shown in U.S. dollars (except where otherwise noted via the Services). You authorize MedCircle, or our third-party payments processor, to charge the Content Fees to your Payment Method for any Paid Content you purchase via the Services. If the Payment Method cannot be verified, is invalid, or is not otherwise acceptable, your purchase may be suspended or cancelled automatically. You agree to keep any stored Payment Method information current at all times, and that we may submit charges for processing even if the Payment Method has expired or changed by the time we submit it. You must resolve any problem we encounter in order to proceed with your order.
Except as provided in these Terms, ALL PURCHASES ARE FINAL, AND THERE ARE NO REFUNDS. MedCircle requires in these Terms that Content Provider’s refund the Content Fees if the Content Provider fails to provide the Paid Content or breaches the Content Warranty. You agree to look solely to the applicable Content Provider to resolve any disputes regarding Paid Content, and that Content Providers are solely responsible for providing any refunds. Any refunds provided via the Services may be credited to the Payment Method maintained in your account.
Our Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “MedCircle Content”) are owned by or licensed to MedCircle and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, MedCircle and our licensors reserve all rights in and to our Services and the MedCircle Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services and MedCircle Content for your own personal use; however, such license is subject to these Terms and does not include any right to: (a) sell, resell or commercially use our Services or MedCircle Content; (b) copy, reproduce, distribute, publicly perform or publicly display MedCircle Content, except as expressly permitted by us or our licensors; (c) modify the MedCircle Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services or MedCircle Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use our Services or MedCircle Content other than for their intended purposes. Any use of our Services or MedCircle Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.
Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about MedCircle or our products or Services (collectively, “Feedback”), is non-confidential and will become the sole property of MedCircle. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to Feedback and will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify MedCircle’s Designated Agent as follows:
MedCircle Copyright Agent
1100 Glendon Ave., 17th Floor
Los Angeles, CA 90024
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to MedCircle for certain costs and damages.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless MedCircle and affiliates, and each of our respective officers, directors, agents, partners and employees, partners, sponsors, advertisers, licensors or suppliers (individually and collectively, the “MedCircle Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”)arising out of or related to: (a) your access to or use of our Services; (b) your User Content or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You agree to promptly notify MedCircle Parties of any third party Claims, cooperate with MedCircle Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the MedCircle Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and MedCircle or the other MedCircle Parties.
We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to by our Services.
Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, MedCircle does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While MedCircle attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
The content available on or linked to by our Services, including any Paid Content, is not offered for any academic, professional, or other credit or certification. Participation in, use, or completion of Paid Content is solely for the purpose of gaining knowledge and does not otherwise confer any value to you.
MEDCIRCLE IS NOT A REFERRAL SERVICE AND DOES NOT RECOMMEND, ENDORSE, DISCOURAGE, SCREEN OR APPROVE ANY PROVIDERS OR ANY MEDICAL PROCEDURES, PRODUCTS OR SERVICES, NOR DOES MEDCIRCLE PROVIDE MEDICAL ADVICE OF ANY KIND. YOU ARE SOLELY RESPONSIBLE FOR SELECTING AND DETERMINING THE SUITABILITY OF PROVIDERS YOU USE AND FOR OBTAINING ANY ADDITIONAL INFORMATION YOU NEED TO MAKE AN INFORMED DECISION PRIOR TO UTILIZING ANY PROVIDER, WHETHER OR NOT YOU OBTAINED INFORMATION ABOUT SUCH PROVIDER THROUGH OUR SERVICES AND WHETHER OR NOT MEDCIRCLE ASSISTED IN MAKING AN APPOINTMENT WITH SUCH PROVIDER. Any cost or pricing information available through our Services, including any information regarding the amounts you and your insurance company might be expected to pay a provider, is an estimate only based on a variety of factors considered by MedCircle and is not intended as a representation or guarantee as to the specific pricing applicable to particular procedures for a given provider.
MEDCIRCLE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING, AND DISCLAIMS ALL RESPONSIBILITY OR LIABILITY FOR: (A) THE QUALITY OR SUITABILITY OF ANY PROVIDER; (B) THE ADVICE, TREATMENT OR OTHER SERVICES RENDERED AND ANY CLAIMS ARISING THEREFROM; (C) THE RESULTS OBTAINED FROM ANY PROVIDER; (D) THE CONDUCT OR ACTIONS OF ANY PROVIDER; AND (E) THE ACCURACY OF ANY INFORMATION ACCESSED THROUGH OUR SERVICES INCLUDING COST ESTIMATES.
MedCircle and the other MedCircle Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if MedCircle or the other MedCircle Parties have been advised of the possibility of such damages.
The total liability of MedCircle and the other MedCircle Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the amount paid, if any, by you to access or use our Services.
The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of MedCircle or the other MedCircle Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release MedCircle and the other MedCircle Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with MedCircle and limits the manner in which you can seek relief from us. Except for small claims disputes in which you or MedCircle seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or MedCircle seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and MedCircle waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in Los Angeles County, California in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and MedCircle agree that any dispute arising out of or related to these Terms or our Services is personal to you and MedCircle and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and MedCircle agree that these Terms affect interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the "FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and MedCircle agree that for any arbitration you initiate, you will pay the filing fee and MedCircle will pay the remaining JAMS fees and costs. For any arbitration initiated by MedCircle, MedCircle will pay all JAMS fees and costs. You and MedCircle agree that the state or federal courts of the State of California and the United States sitting in Los Angeles County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and MedCircle will not have the right to assert the claim.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section 17 by emailing the MedCircle at [email protected] In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 18.
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of CALIFORNIA, without regard to conflict of law rules or principles (whether of CALIFORNIA or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of california and the United States, respectively, sitting in LOS ANGELES county, California.
We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to our Services and update the “Last Updated” date below. We may also attempt to notify you by sending an email notification to the address associated with your account or providing notice through our Services. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
We reserve the right, without notice and in our sole discretion, to terminate your right to access or use our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
The following terms apply if you install, access or use the Services on any device that contains the iOS mobile operating system (the “App”) developed by Apple Inc. (“Apple”).
You acknowledge that these Terms are concluded solely between us, and not with Apple, and MedCircle, not Apple, is solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the Usage Rules for the Apple App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the App Store shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
The license granted to you is limited to a non-transferable license to use the App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
You and the MedCircle acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of MedCircle. However, you understand and agree that in accordance with these Terms, MedCircle has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
You and MedCircle acknowledge that as between Apple and MedCircle, MedCircle, not Apple, is responsible for addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
The parties acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringe that third party’s intellectual property rights, MedCircle, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
You represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
Any questions, complaints or claims with respect to the App should be directed to:
MedCircle Copyright Agent
1100 Glendon Ave., 17th Floor
Los Angeles, CA 90024
You agree to comply with any applicable third-party terms when using the Services.
The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof.
These Terms constitute the entire agreement between you and MedCircle relating to your access to and use of our Services. The failure of MedCircle to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity.
Updated November 16, 2016