PLEASE NOTE THAT YOUR USE OF AND ACCESS TO ALL SERVICES PROVIDED BY MEDPB, LLC, ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THESE SERVICES IN ANY MANNER.
Please note that these Terms supersede any previous definition of terms, and this written agreement exclusively governs your use of the Services unless it expressly provides otherwise.
Will these terms ever change?
MedPB reserves the right to revise these Terms at any time. You are responsible for reviewing these Terms regularly in order to become aware of any changes. By continuing to use the Services after any amendment, you agree to accept any such change. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Registration and User IDs
You may be required to select a username and password (“MedPB User ID”). You may not select as your MedPB User ID a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You agree to provide us with accurate, complete and updated registration information about yourself at all times.
If you will be using the Services in connection with an organization or entity that you represent, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and to bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity). Otherwise, you represent and warrant that you are an individual of legal age to form a binding contract.
You may not transfer your account to anyone else without our prior written permission. You will only use the Services for your own use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable law, you are not authorized to use the Services. We are not responsible for your use of the Services in any illegal manner.
You are solely responsible for all activity under your MedPB User ID and for the security of your account. Sharing of your MedPB User ID is not allowed and may result in your privileges to use the Services being suspended or terminated.
If you private/white label any of our Services, you must do so with MedPB’s prior written consent, and must bind all end users of the Services to these Terms.
Information you need to provide:
To permit MedPB to perform the Services you have purchased, you agree:
- To provide MedPB with the information MedPB reasonably requires;
- Administrative/backend access to your current website;
- Permission to make changes to your MedPB built website to post content on your behalf, for the purposes of optimization, and to communicate directly with third parties (such as your web designer or webmaster), each as necessary for the purchased services;
- Access to existing website traffic statistics for analysis and tracking purposes; and
- Authorization to use any information, data or content of any kind posted, delivered, uploaded or submitted by you or on your behalf in connection with the Service, whether in the form of copy, text, images, logos, video, audio files or other form (“User Content”) for any use as deemed necessary by MedPB for Search Engine & Social Media Marketing purposes.
Your use of the services is subject to the following additional restrictions:
You are solely responsible for any and all User Content. You represent, warrant, and agree that you will not contribute any User Content or otherwise use the Services or interact with the Services in a manner that:
- Infringes or violates the intellectual property rights or any other rights of MedPB or any third party;
- Violates any law or regulation, including any applicable export control laws;
- As between You and MedPB, You are responsible for ensuring that all content on your MedPB built and managed website (whether provided by You, MedPB or a third party) complies with applicable laws, including, without limitation, any federal, state or local laws or ethical codes and standards regarding patient communications, and that no content is false, defamatory or otherwise misleading;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of your MedPB account or anyone else’s (such as allowing someone else to log into the Services as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Your actions and the User Content must comply with the terms of service of any third party websites with which you interact; for example, many review sites such as Yelp and Google strictly limit or prohibit the practice of offering incentives to customers in exchange for reviews;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- Copies or stores any significant portion of MedPB Content (as defined below); or
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for immediate termination of your right to use or access the Services.
What are your rights in the services?
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “MedPB Content”) are protected by copyright and/or other intellectual property laws. MedPB Content includes materials placed on the MedPB website provided for your use as well as elsewhere on the Internet on your behalf.
You agree that MedPB’s pricing and any non-public documentation regarding the Services is confidential.
Other than User provided Content, all materials on the Service, unless specifically noted, are copyright protected, and the sole and exclusive property, of MedPB or its licensors. You may not reverse engineer, decompile, or disassemble the Service, or any other material available in connection with the Service. You agree not to circumvent or attempt to circumvent any security measures associated with the Service.
All names, logos, designs and slogans of MedPB are trademarks of the Company. Any other trademarks on the Service are the property of their respective owners. Use of any third party trademarks does not imply sponsorship or endorsement by such third party of MedPB or the Service or by MedPB of such third party. You are not permitted to use any trademarks, service marks or logos without the prior written consent of the owner. With respect to the Online Review Builder Service specifically, the Online Review Builder Service provides links to and descriptions of numerous third-party review platforms such as Google, Facebook, and Yelp. MedPB is not affiliated with or endorsed by these third parties, nor is it in a joint venture relationship or partnership with any of these third parties. Such third-parties are not associated with MedPB or the Online Review Builder Service. To the extent MedPB uses any tradenames or trademarks associated with such third-parties, it does so solely to identify those companies and their services. MedPB makes no claim as to ownership of such third-party trademarks.
You may use the Services and their functions and features, and you may download material displayed on the Services, for your own internal business use only. You may not remove any copyright, trademark or other proprietary notices from materials you download, nor may you distribute, modify, transmit, reuse, repost, or use any material from the Services (other than User Content) for public or commercial purposes without MedPB’s prior written consent. Any use contrary to this Subscription Agreement is a violation of the intellectual property rights of MedPB and/or its licensors.
We always appreciate your feedback or other suggestions about MedPB, but you understand that we may use them without any obligation to compensate you for them (just as you have no obligation to offer them).
Further, we reserve the right, but do not have the obligation, to remove or revise any User Content or MedPB Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed User Content in violation of these Terms), in our sole discretion, and without notice.
If you are registering a domain name, using or transferring a previously registered domain name, you acknowledge and agree that use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers (“ICANN”), including their Registration Rights and Responsibilities.
Who owns the original content you load?
For all User Content, you hereby grant MedPB a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Content, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Content is not affected.
If you store User Content in your own personal MedPB account, in a manner that is not viewable by any other user except you (“Personal User Content”), you grant MedPB the license above, as well as a license to display, perform, and distribute your Personal User Content for the sole purpose of making that Personal User Content accessible to you and providing the Services necessary to do so.
If you share User Content publicly on the Services and/or in a manner that others can view (“Public User Content”), then you grant MedPB the licenses above, as well as a license to display, perform, and distribute your Public User Content for the purpose of making that Public User Content accessible to viewers and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Content in connection with the Services and/or otherwise in connection with MedPB’s business. Also, you grant all other users of the Services a license to access, view and download that Public User Content, and to use for their own internal, non-commercial purposes.
With respect to the Online Review Builder Service, MedPB reserves the right to display attribution links such as ‘Powered by MedPB Online Review Builder,’ theme author, and font and image attribution in your page. Some footer credits, as determined by MedPB at its sole discretion, may not be removed.
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide. When you delete your MedPB account or otherwise stop using the Services, it may not be possible to completely or immediately delete that content from MedPB’s records, so your Public User Content may remain publicly available.
Finally, you understand and agree that MedPB, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Content to conform and adapt those User Content to the technical requirements of networks, devices, services, or media, and the foregoing licenses include the rights to do so.
What if you see something on the services that infringes your copyright?
MedPB will respond as quickly as practicable to any claims that infringing material appears on the Service, including investigating any such claims and taking appropriate action under applicable laws. If we receive a notice of infringement in accordance with the Digital Millennium Copyright Act, 17 U.S.C. § 512, et seq. (the “Act”), we will take steps to remove or disable access to the allegedly infringing material, including any links thereto. We will terminate access for any user who is a repeat infringer. Notices of alleged infringement should be sent to:
10 Center Street
Darien, CT 06820
Attention: Copyright Agent
If we remove or disable access to any allegedly infringing material, we may attempt to contact the member or other person who has posted that material to give that person a chance to respond. If there is a response, we will share it with the party who originally complained about the alleged infringement, and will give that party an opportunity to seek a court order or other judicial relief in accordance with the Act before we replace or restore access to the allegedly infringing material.
Who is responsible for what you see and do on the services?
You are solely responsible for any User Content submitted by you or on your behalf regardless of where such content originated. MedPB is not responsible for any User Content and you provide such User Content at your own risk. MedPB is not liable for any errors or omissions in any User Content or for any damages or loss you might suffer in connection with it.
MedPB has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, MedPB will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
If there is a dispute between participants on this site, or between users and any third party, you agree that MedPB is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release MedPB its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
Will MedPB ever change the services?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.
Do the services cost anything?
Pricing for the various packages of MedPB Services offered by MedPB is set forth as of the date of your purchase of each such service and is subject to change upon any renewal of your subscription to the applicable package. You agree to pay MedPB all monthly charges and setup applicable setup fees for services you purchase. In order to set up an account with MedPB, you must provide MedPB with accurate and complete billing information including legal name, address, telephone number, and a valid credit card. By submitting such credit card information, you give us permission to charge all fees incurred through your account to the designated credit card via our third party payment processor. You must pay all applicable charges or we may suspend your access to the Services until your account is paid in full. Any such suspension shall not affect your obligation to pay applicable charges.
CHARGES FOR THE SERVICES ARE BILLED IN ADVANCE ON A MONTHLY BASIS AND SUCH MONTHLY FEES ARE NON-REFUNDABLE. THERE WILL BE NO REFUNDS OR CREDITS FOR PARTIAL MONTHS OF SERVICE, UPGRADE/DOWNGRADE REFUNDS, OR REFUNDS FOR MONTHS UNUSED WITH AN OPEN ACCOUNT.
All payments are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes), and you agree to bear and be responsible for the payment of all such charges, excluding taxes based upon MedPB’s net income. All amounts due hereunder shall be grossed-up for any withholding taxes imposed by any foreign government.
MedPB changes pricing from time to time as we continue investing in and improving your marketing engine to help you attract new patients and grow your practice.
What if you want to stop using the services?
You’re free to terminate your access to MedPB services by providing 14 days prior notice to the pertinent subscription billing date. You can start the process by visiting www.medpb.com/help and then scheduling a call with MedPB to verify the changes in your account status and intent regarding your URL, call tracking numbers and other assets. THERE WILL BE NO REFUNDS OR CREDITS FOR PARTIAL MONTHS OF SERVICE, UPGRADE/DOWNGRADE REFUNDS, OR REFUNDS FOR MONTHS UNUSED WITH AN OPEN ACCOUNT.
A phone call by the primary contact at your business with MedPB’s sales team is required prior to the termination of billing in order to authorize the cessation of billing process and determine where and how key assets such as call tracking numbers are to be treated.
MedPB is also free to terminate or suspend access to your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. MedPB has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms. Your right to use any particular Package within the Services will also automatically expire if, when you signed up for that Package, your subscription was only for a set period of time. If your subscription to any particular Package is month-to-month (as set forth at the time of enrollment), your subscription will automatically renew from month to month until you cancel by using the previously defined process.
Account termination may result in the destruction of any MedPB Content or User Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at www.medpb.com/help. We will try to help, but unfortunately, we can’t promise that we can recover or restore any materials.
Provisions that, by their nature, should survive termination of these Terms shall survive such termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What else do you need to know?
Warranty Disclaimer. Neither MedPB nor its licensors or suppliers make any representations or warranties concerning any MedPB Content or User Content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. You understand that MedPB has made every effort to accurately represent the Services. MedPB makes no representation or guarantee of the results of the Services, including search-engine placement and whether you will achieve the same or similar results as any testimonials or examples used by MedPB.
Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from MedPB or others. THE SERVICES AND MEDPB CONTENT ARE PROVIDED BY MEDPB (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND (UNLESS PROVIDED EXPRESSLY AND UNAMBIGUOUSLY IN WRITING BY A DESIGNATED THIRD PARTY FOR A SPECIFIC PRODUCT, AND THEN CLAIMS RELATING TO SUCH WARRANTY MAY BE MADE SOLELY AGAINST SUCH THIRD PARTY LICENSOR), EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL COMPANY (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, You agree to indemnify and hold MedPB, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your User Content; or (c) your violation of these Terms.
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without MedPB’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration. These Terms are governed by and will be construed under the laws of the State of Connecticut, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms shall be finally settled in Fairfield County Connecticut, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Fairfield County, Connecticut. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
What about your privacy?
Miscellaneous. The failure of either party to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and MedPB agree that these Terms are the complete and exclusive statement of the mutual understanding between you and MedPB, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of MedPB, and you do not have any authority of any kind to bind MedPB in any respect whatsoever.
You understand that if any provision, clause, terms, or words of this Agreement is declared void or unenforceable, such provision, clause, terms, or words shall be deemed severed from this Agreement, and all remaining provisions, clause, terms, or words shall otherwise remain in full force and effect.
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.