Terms of Use

Last Revision:  June 29, 2018

Hello. By accessing or otherwise using this website, including its software, content, materials, applications, functionalities or other such services provided by LeadMD (collectively, the "Site"), you acknowledge and agree to the terms and conditions contained herein.

For purposes hereof, “you” includes, individually and collectively, you and any affiliate viewing, accessing or otherwise using the Site. These Terms of Use (the “Terms of Use”), as may be amended from time to time, constitute an agreement by and between you and LeadMD. We encourage you to review these Terms of Use regularly for important updates. To the extent that you have entered into a written agreement with us that contains terms in conflict with any of those contained herein, the terms set forth in such other agreement shall control. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU MAY NOT ACCESS OR USE THE SITE.

 

  1. Privacy Policy

All information submitted in connection with your use of the Site is subject to the LeadMD privacy policy (the “Privacy Policy” found here), which is incorporated herein by this reference.

  1. Access

We require certain information  (“Account Information”) in order to provide you with access to the Site, including its software, content, materials, applications, functionalities or other such services.

(a) Access. You agree that your Account Information shall or is true and correct. You consent to its use consistent with our Privacy Policy. You agree to treat such Account Information as confidential and to prevent its disclosure. Exercise particular caution with it if accessing the Site from a public or shared computer.

(b) Other Account Information. Except as provided herein, you may not transfer or accept Account Information to or from any other person.

(c) Access Liability. You accept and agree to full responsibility for all acts, omissions, use, misuse, and/or any other such consequences resulting from your failure to abide by (a) or (b) as set forth above.

  1. Proprietary Material

The Site contains confidential information, trademarks, and proprietary and intellectual property of LeadMD (collectively, “Proprietary Material”), including source code, video, text, software, photos, graphics, images, music and others. Unless otherwise granted herein, we reserve all intellectual property rights to the Proprietary Material.

Your exposure to Proprietary Material is granted pursuant to a limited revocable right. You agree not to post, copy, distribute, decompile, disassemble, reverse engineer, modify, publish, transmit, participate in the transfer or sale of, create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material without our express written permission.

The Site is © 2018 LeadMD, LLC. All Rights Reserved. “LeadMD”, and other LeadMD marks and logos are service marks and trademarks of LeadMD. All other trademarks are the property of their respective owners.

  1. Changes

We reserve the right to change these Terms and Conditions, and to change or eliminate any information, content or feature of the Site or any portion thereof, or restrict the use of any portion of the Site at any time, without notice or liability, and in our sole discretion. You agree to periodically review these Terms and Conditions, as well as the Site in order to refresh your awareness of their contents. Notwithstanding anything to the contrary, your use of the Site will be deemed conclusive acceptance of all such changes and/or eliminations.

  1. Information “AS IS”

INFORMATION ON THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS.  ALL INFORMATION IS PROVIDED BY LEADMD ON AN “AS IS” BASIS ONLY.  LEADMD PROVIDES NO REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT.

  1. WARRANTIES

(a) Age. You represent and warrant that you are 18 years of age or older or an emancipated minor, and that you are fully able and competent to enter into a binding agreement with us by agreeing to these Terms of Use.

(b) Authority. You represent, warrant, and covenant that you have the full power and authority to: (i) agree to these Terms of Use; (ii) perform your obligations hereunder without limiting or conflicting with any other agreement; (iii) and that by so doing, you will not violate any applicable law.

(c) Expense. You represent and warrant that you are solely responsible for all service, telephony and data charges, and other fees and costs associated with your use of and access to the Site.

(d) LeadMD’ Intellectual Property. We represent, warrant, and covenant that: (i) we have and will have all necessary rights, titles, licenses, intellectual property, permissions and approvals with respect to these Terms of Use to grant you the License and rights hereunder; and (ii) neither the Site, including without limitation the Proprietary Materials, nor the provision or utilization thereof as contemplated herein, will infringe, violate, trespass or in any manner contravene or breach or constitute the unauthorized use or misappropriation of any intellectual property of any third party.

(e) Reliance and Functionality. We cannot and do not warrant the functionality of the Site or that its operation shall be without interruption or error. We do not warrant the accuracy, completeness, or usefulness of any information, content or material provided on the Site. We disclaim all liability and responsibility arising from or related to reliance on and to the contrary, whether yours or that of any other visitor to the Site and any such reliance by anyone informed of any of its contents.

Similarly, the Site includes or may include content provided by third parties, as well as material provided by other users, bloggers, syndicators, aggregators, and reporting services. Anything contained or expressed therein or thereby, including without limitation statements and opinions, is solely the opinion and responsibility of that person or entity. We are not responsible or liable in any way therefor.

(f) Availability. We are and will not be liable if, for any reason, all or any part of the Site is unavailable at any time or for any reason, including without limitation ordinary delays, those necessarily incident to its upgrade, modification or standard maintenance, or any other delays outside of our control.

(g) Third Party Liability. We are not responsible for controlling the contents or privacy practices of any services, links, resources or other material provided by third parties on the Site, and notwithstanding the above, we are not liable for any loss or damage arising from your use or access thereto.

  1. INDIVIDUAL LICENSE

Your selection of an Individual Plan from the Site entitles and/or subjects you to the following:

(a) Grant. LeadMD grants you a non-exclusive, non-transferable license (“Individual License”) to use the Site during the Term and in strict accordance with these Terms of Use, including any ancillary terms and conditions incorporated herein by reference.

(i) LeadMD shall provision you with uniquely identifiable account information (your “Account Information”) with respect to your access tot he Site.

(ii) Account Information shall not be used other than by you and for your own purposes, nor shall Account Information be shared with any of your affiliates, agents or any other individuals.

(b) Term. The term (the “Term”) of your agreement to these Terms of Use and the Individual License shall commence the date on which you make the selection contemplated in this Section 7, and shall continue in strict accordance with this Section 7, including without limitation subsections (e) and (g)-(i).

(c) License Fee. LeadMD’ grant of an Individual License is expressly conditioned on timely payment of any and all then-applicable fees (individually, and collectively, the “License Fees”) as set forth herein and/or on the Site.

(d) Payment by Electronic Means. You are required to provide us with, and thereby grant us and any of our authorized third-party payment processor(s), billing information and the right to process any payment of any Fees using that information, respectively, regardless whether by debit card, credit card, PayPal® account, or any other third-party payment provider acceptable in our sole discretion.

(e) Suspension Because of Nonpayment. If payment is not received within the required time period, or if your billing information is not current or otherwise valid, we may suspend your use of and access to the Site until payment is received, provided, however, that additional time shall not be added to the then-applicable Term.

(f) Taxes. License Fees are exclusive of taxes. We may include a separate fee for any applicable sales, use, value-added, excise, and/or any other applicable tax, imposed by any federal, state, or local governmental entity on any amounts payable by you under these Terms of Use. We will remit taxes collected, if any, to the appropriate taxing authority.

(g) License Transfer. You acknowledge and agree that the Individual License granted you herein is specific you, and as such is not transferable for any reason.

(h) Automatic Renewal. Unless otherwise set forth herein, YOU UNDERSTAND AND AGREE THAT AT THE END OF EACH APPLICABLE TERM, WE WILL AUTOMATICALLY RENEW YOUR INDIVIDUAL LICENSE FOR THE SAME LENGTH OF TERM AND WILL PROCESS YOUR PAYMENTS OF ANY FEES IN THE SAME MANNER SET FORTH IN SECTION II(c) AND AT THE THEN-APPLICABLE PRICE FOR AN INDIVIDUAL LICENSE.

(i) Modification. We reserve the right at any time to modify your Individual License as outlined above at the time of its applicable renewal. Your use of the modified Individual License shall constitute your acceptance to such modification(s).

(j) Termination. We may terminate your Individual License effective immediately and without any liability for such termination upon providing you with written notice, and/or may pursue and/or exercise any and all other rights and remedies available under applicable law, if any of the following events occur: You become insolvent, make a general assignment for the benefit of creditors, file a voluntary petition in bankruptcy or an involuntary petition in bankruptcy is filed against you which is not dismissed within sixty (60) days after the date such petition is filed, or you suffer or permit the appointment of a receiver for your business, alter ego or otherwise, or your assets become subject to any proceeding under a bankruptcy or insolvency law, domestic or foreign, have breached these Terms of Use or have violated any ancillary terms and conditions incorporated herein or therein by reference.

You agree that all fees or charges related to your Individual License shall be non-refundable and all unpaid fees shall be due and payable immediately upon termination by us for cause or termination by you for convenience.

  1. Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL LEADMD BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE THE SITE, EVEN IF LEADMD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOUR USE OF MATERIALS FROM THE SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. IN NO EVENT SHALL THE TOTAL LIABILITY OF LEADMD UNDER THESE TERMS OF USE EXCEED FIFTY DOLLARS ($50), REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT OR OTHERWISE.  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  1. U.S. Government Restricted Rights

The Site is provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Site by the Government constitutes acknowledgment of LeadMD’ proprietary rights in them.

  1. Digital Millennium Copyright Act (“DMCA”) Notice

In the event material are made available to the Site by third parties not within our control, we are under no obligation to, and do not, scan such content for the inclusion of illegal or impermissible content. However, we respect the copyright interests of others. It is our policy not to permit materials known by us to infringe another party’s copyright.  If you believe any materials on the Site infringe a copyright, you should provide us with written notice that at a minimum contains:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  1. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  2. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  3. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

It is our policy to terminate relationships regarding content with third parties who repeatedly infringe the copyrights of others. All DMCA notices should be sent to our designated agent as follows:

Attn: LeadMD Legal

LeadMD

15001 N 74th St. Suite A

Scottsdale, AZ 85260

go@leadmd.com

  1. Restrictions

You shall not do any of the following without our express written consent.

(a) share user information amongst multiple employees, affiliate employees, contractors, agents, or other individuals;

(b) reproduce, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, create derivative works of, license, capture, download, save, upload, print, or otherwise transfer or retain information or available content, subject to the limited permissions set forth herein;

(c) manually or systematically harvest, scrape, collect or otherwise extract information or data;

(d) allow access or use by an unauthorized user;

(e) provide incorrect or knowingly false information;

(f) remove or modify any copyright, trademark, legal notices, or other proprietary material or any other available content;

(g) attempt to or assist another with gaining unauthorized access or use, or otherwise breach or corrupt the Site;

(h) act in such a way as to suggest any form or association, approval, or endorsement on our part;

(i) allow or aid the transmitting any advertising or promotional material, including any “junk mail,” “chain letter,” or “spam” or any other similar solicitation;

(j) post any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, infringing, defamatory, or libelous content to the Site;

(k) use the Site to recruit, solicit, or contact in any form other users or potential users for employment or contracting for a business not affiliated with us;

(l) use or attempt to use the Site to store or transmit software viruses, worms, time bombs, Trojan horses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;

(m) engage in any conduct that restricts or inhibits the use or enjoyment of the Site, or which may harm us or users of the Site or expose them to liability; and/or

(n) use the Site in any manner that could disable, overburden, damage, or impair it, interfere with the use of the Site or otherwise attempt to interfere with its proper functioning.

  1. Other

Indemnification. You agree to defend, indemnify and hold harmless LeadMD, our directors, employees, licensors, independent contractors, providers, subsidiaries, and affiliates, and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees arising out of or relating to your violation of these Terms of Use.

Marks. You agree that we may use your logo and/or name, if applicable, for informational and marketing purposes.

Non-Waiver. Our failure to enforce any provision(s) of these Terms of Use shall not be construed as a waiver of any provision or right.

Severability. If any provision of these Terms of Use is found to be illegal, void, or unenforceable, then that provision will be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Governing Law and Jurisdiction. These Terms of Use shall be governed by and shall be construed in accordance with the laws of the State of Arizona, without reference to (i) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the rights or duties of either party, (ii) the United Nations Convention on Contracts for the International Sale of Goods, or (iii) other international laws. However, nothing contained herein shall prevent us from seeking injunctive relief in the event of your actual or threatened breach of any terms of these Terms of Use.

Notice. Unless otherwise specifically required to the contrary herein, either party may affect any notice contemplated hereunder via email.

No Agency; Independent Contractor. Nothing in these Terms of Use shall be construed as making us your partner, joint venturer, agent, legal representative, employer, contractor, or employee. You may not, or may not hold yourself out to any third party as having any authority to make any statements, representations or commitments of any kind, or to take any action that is binding on us, except as provided for in these Terms of Use or authorized in writing by us.

Assignment. We may freely transfer or assign any portion of our rights or delegate our obligations under these Terms of Use.