Terms of Service

My City Med Terms of Service – Tools

These Terms of Service provide the terms and conditions (“T&Cs”) governing your access to and use of each service of My City Med. (“MCM,” “we,” “us,” or “our”) identified in these Term of Service (individually a“Service” and collectively, the “Services”), and is an agreement between MCM and you or the entity you represent (“you”). These Terms of Service take effect when you click the “ACCEPT” button or check box presented with these T&Cs or, if earlier, when you use a Service (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms of Service for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Proper terms as used herein have the meaning given to those terms as set forth in these Terms of Use.

1. Background. Pursuant to these T&Cs, MCM makes its proprietary Services available to you for free, for your use in your applications and/or website(s).  Your usage of a Service must be in accordance with these T&Cs.
2. Your Account. MCM, at its discretion, may require you to create an account, with one (1) corresponding e-mail address (which MCM may use, at its sole option, as a method of communication with you, including as a non-exclusive means of providing you any notices which might be given under these T&Cs), and obtain an access key and other related credentials (collectively “Credentials”) to use a Service. You are responsible for maintaining the confidentiality of your Credentials.  You are responsible for all activities that occur by anyone using your Credentials, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of these T&Cs, we and our affiliates are not responsible for unauthorized access to your Credentials. You will contact us immediately if you believe an unauthorized third party may be using your Credentials or if your Credentials are lost or stolen.
3. License. MCM grants you a non-exclusive, non-assignable, non-sub-licensable, revocable limited license to access, use, publicly perform and publicly display the Services you elect to access and use as such Services are provided by MCM and in the manner permitted by these T&Cs.  MCM reserves all rights not expressly granted in these T&Cs and you may not use a Service in any manner not expressly authorized in these T&Cs.
4. End-User Terms of Use. End-Users shall only be entitled to use a Service if they accept the then-current End-User Terms of Use located at http://www.My City Med.com/content/My City Med-terms-of-service-tools (the “End-User Terms of Use”). MCM reserves the right to amend and/or replace the End-User Terms of Use and the form and manner as presented as part of the Service. You must present the End-User Terms of Use to End Users’ in its unmodified form. For purposes of these T&Cs an “End-User” shall be defined as any individual or entity that directly or indirectly through another user: (a) accesses or uses a Service through one of your websites or applications; or (b) otherwise accesses or uses a Service under your account. The term “End-User” does not include individuals or entities when they are accessing or using a Service under their own account with MCM, rather than your account.
5. End-User Support. You are responsible for providing customer service (if any) to End-Users. We do not provide any support or services to you or End-Users.
6. Violations. You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to these T&Cs or use of a Service. You are responsible for End-Users’ use of a Service. You will ensure that all End-Users comply with your obligations under these T&Cs, and that the terms of your agreement with each End-User are consistent with these T&Cs. If you become aware of any violation of your obligations under these T&Cs by an End-User, you will immediately terminate such End-User’s access to the applicable Service.
7. Termination. MCM may terminate these T&Cs and/or the provision of any or all of the Services at any time, for any reason, with or without notice, including without limitation upon the occurrence of a violation of these T&Cs as set forth in the preceding Section. You may terminate these T&Cs for any reason, with or without notice, by ceasing your use of the Service(s) and destroying any MCM materials provided to you as part of the Service(s).
8. Suggestions. If you and/or any End-User provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Suggestions and agree to provide us any assistance we may require to document, perfect, and maintain our rights in the Suggestions.  For purposes of these T&Cs the term “Suggestions” means all suggested improvements to a Service that you and/or any End-User provide to us.
9. Restrictions. Except as expressly authorized by MCM, you will not:

• Decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code from a Service;
• Use a Service to process or generate data for any third party (other than for End-Users as expressly permitted hereunder);
• Use a Service in conjunction with any commercial application not publicly available without charge;
• Interfere or disrupt MCM servers or networks, or disobey any network access or security requirements, policies, procedures or regulations of MCM (including the enabling of any viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancelbots, adware, spyware or other computer programming routines designed or intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information);
• Use a Service with any content or product that falsely expresses or implies that such content or product is sponsored or endorsed by MCM;
• Use a Service as a means to engage in conduct that reflects poorly upon, disparages or devalues MCM’s reputation or goodwill, as determined in MCM’s sole discretion, including without limitation using a Service in conjunction with a site or application which contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age.

10. Usage Data. MCM’s servers record information when you visit MCM websites or when applications and/or Credentials call or invoke a Service. This information may include, without limitation, the URL, IP address, browser type, Credential and access times and dates. MCM may use this information to promote, operate, and improve MCM services, products and properties.
11. Proprietary Rights. You acknowledge and agree that the Services are works for purposes of copyright law, and embody valuable, confidential, trade secret information of MCM, the development of which required the expenditure of substantial time and money. As between you and MCM, MCM retains exclusive ownership of any and all rights, title and interest (including all intellectual property rights) in the Services, and you shall not acquire any rights, express or implied, in the foregoing by virtue of these T&Cs other than otherwise expressly set forth herein. For purposes of these T&Cs, the term “Trademarks” means all trademarks, trade names, service marks, logos, domain names, along with any other distinctive brand features of MCM or its suppliers. All use by you of Trademarks shall inure to the benefit of MCM. Further, you shall not (a) display a Trademark as the most prominent element on any page of your website or application; (b) display a Trademark in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to MCM as determined by MCM in its sole discretion; or (c) remove, distort or alter any element of a Trademark.
12. Warranties; Disclaimer of Warranties. You warrant that the information you provided at the time of your registration to obtain access to the Services was true and accurate, and that you will, during the term of these Terms of Service, maintain such information to continue to be true and accurate. THE SERVICE(S) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MCM DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AGAINST INFRINGEMENT, ACCURACY OR NON-INFRINGEMENT. MCM DOES NOT REPRESENT OR WARRANT THAT THE SERVICE(S), OR ANY PORTION THEREOF, IS OR WILL BE FREE OF DEFECTS OR ERRORS (OR THAT ANY SUCH DEFECTS OR ERRORS WILL BE CORRECTED), VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MEET YOUR REQUIREMENTS, OR CAPABLE OF BEING INTEGRATED INTO OR WITH YOUR COMPUTER SYSTEM, APPLICATIONS OR NETWORK. FURTHER, MCM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE(S), OR ANY PORTION THEREOF, IN TERMS OF THEIR RESPECTIVE CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE T&Cs. IF THIS EXCLUSION IS HELD UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO A PERIOD OF FIFTEEN (15) DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES SHALL APPLY AFTER THAT PERIOD.
13. Limitation on Liability.

13.1 NEITHER MCM NOR ITS AFFILIATES NOR ANY OF THEIR SUPPLIERS OR LICENSORS SHALL BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THE POSSESSION OF, ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE A SERVICE, OR ANY PORTION, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DATA LOSS, COST OF PROCUREMENT FOR SUBSTITUTE GOODS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF MCM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT SHALL MCM’S TOTAL AGGREGATE LIABILITY UNDER THESE T&Cs EXCEED FIVE HUNDRED AND NO/100 (US$500.00) DOLLARS.

13.2 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR PARTICIPATION IN AND USE OF A SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGE SUSTAINED TO YOUR COMPUTER SYSTEM, NETWORK OR DATA RESULTING FROM SUCH PARTICIPATION OR USE.

14. Indemnification.You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim or action concerning: (a) your or any End-Users’ use of a Service (including any activities under your Credentials and use by your employees and personnel), including any third-party claim or action, arising from or in any way related to your access to or use of a Service (including claims related to Your Content and any use of a Service with software, data, content, systems, or other technology not provided by MCM); (b) breach of these T&Cs or violation of applicable law by you or any End-User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content (including without limitation any alleged infringement of a patent, copyright, trademark, trade secret, or other intellectual property right) or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End-User. If we or our affiliates or licensors are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.  We will use commercially reasonable efforts to promptly notify you of any such claim, but our failure to promptly notify you will only affect your obligations under this Section to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.  For purposes of these T&Cs the term “Your Content” refers to any content that you or any End-User (a) run or place on a website or application from which a Service can be accessed, (b) cause to interface with the access to, or proper functioning of, a Service, or (c) upload to a Service under your account or otherwise transfer, process, use or store in connection with your account.
15. Additional Terms and Conditions.Access to particular Services selected by you and use of same is further subject to those additional terms and conditions set forth below in this Section 15, as applicable to the particular Service. Please read the applicable additional terms & conditions carefully as they include usage limits and additional restrictions that may impact your plans for development.

 

(i) During any calendar day (based on Eastern Standard Time) you may not exceed 1,000 Doctor Search queries.  If you exceed this limit MCM may, in its discretion, suspend or terminate your access to this Service; and

(ii) You will only use the Doctor Search Widget in connection with the URL(s) you identified at the time you registered for access to the Service.

16. Modifications.MCM reserves the right to change or modify these T&Cs and/or the Service(s) (including, without limitation, the right to deny access to any or all of the Service(s) at any time, with or without reason). Please check these Terms of Use periodically for changes. Your continued use of a Service following the posting of any changes to these T&Cs constitutes acceptance of those changes.

 

17. Miscellaneous.

 

17.1 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under these T&Cs where the delay or failure results from any cause beyond our reasonable control, including Acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

 

17.2 Independent Contractors; Non-Exclusive Rights. We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.

 

17.3 Publicity. You will not issue any press release or make any other public communication with respect to these T&Cs or your use of a Service. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by these T&Cs.  You acknowledge and agree that MCM may make any public statements regarding the existence of these Terms of Use or the relationship described herein, without your consent.

 

17.4 No Third-Party Beneficiaries. These T&Cs do not create any third-party beneficiary rights in any individual or entity that is not a party to these T&Cs.

 

17.5 U.S. Government Rights. The Service(s) are provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to a Service. If you are using a Service on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of such Service(s). The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.  In particular, (i) the Services are each a “commercial item” under FAR §2.101 consisting of “commercial computer software” and “commercial computer software documentation” under FAR §12.212 and DFARS §227-7202. Any use, duplication, or disclosure of such items by the United States Government is governed solely by the terms of this Agreement. Any technical data customarily provided with a Service shall also be governed by the Terms of Use pursuant to FAR §12.211. Further, you acknowledge that all items or Services ordered and delivered under the Terms of Use are commercial items as defined under Part 12 of the Federal Acquisition Regulation (FAR). In particular, MCM agrees to be bound only by those Federal contracting clauses that apply to “commercial” suppliers and that are contained in FAR 52.212-5(e)(1) (OCT 2003).  To the extent you enter into an agreement with the government which includes use of a Service, you shall include the following provision in such agreement: “The proposed Services are each a “commercial item” under FAR §2.101 consisting of “commercial computer software” and “commercial computer software documentation” under FAR §12.212 and DFARS §227-7202.  Any use, duplication, or disclosure of a Service by the United States Government or its contractors is governed solely by the terms of MCM’s standard commercial license.  Any technical data that is not “commercial computer software” or “commercial computer software documentation” that is customarily provided with a Service shall also be governed by the terms of MCM’s standard commercial license pursuant to FAR §12.211.”

 

17.6 Export Restrictions. You agree to comply with all export and import laws and restrictions and regulations of the United States or any foreign agency or authority, and not to export or re-export a Service or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.

 

17.7 Equitable Remedies. You acknowledge and agree that monetary damages may be insufficient to compensate MCM for an actual or anticipated breach of these Terms of Use by you. You agree that in such circumstances MCM shall be entitled to seek equitable remedies (including preliminary and permanent injunctions), in addition to any other remedies available to MCM at law or hereunder.

17.8 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of a Service or these Terms of Use must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

 

17.9 Consent to Further Contacts. You agree that MCM may contact You with respect to these Terms of Use, any other MCM products and services, and in relation to any marketing related-purposes.

 

17.10 Assignment. You will not assign these T&Cs, or delegate or sublicense any of your rights under these T&Cs, without our prior written consent. Any assignment or transfer in violation of this Section will be void. Subject to the foregoing, these T&Cs will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.

 

17.11 No Waivers. The failure by us to enforce any provision of these T&Cs will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.

 

17.12 Severability. If any portion of these T&Cs is held to be invalid or unenforceable, the remaining portions of these T&Cs will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from these T&Cs but the rest of these Terms of Use will remain in full force and effect.

 

17.13 Language. All communications and notices to be made or given pursuant to these T&Cs must be in the English language.

 

17.14 Governing Law; Venue. The laws of the State of Colorado, without reference to conflict of law rules, govern these T&Cs and any dispute of any sort that might arise between you and us. Any dispute relating in any way to a Service or these T&Cs will be adjudicated in any state or federal court in Overland Park, Kansas. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state or federal court of competent jurisdiction for any actual or alleged infringement of our, our affiliates’, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to these Terms of Use.

 

17.15 Notices.  You understand and agree that MCM is an online service and that you are transacting with MCM electronically. MCM shall provide electronic notices by posting them on this website and/or by sending an email to any account associated with your Credentials.

 

17.16 Entire Agreement. These Terms of Use constitute the entire agreement between MCM and you with respect to the subject matter of these Terms of Use, and supersedes all prior agreements, understandings and communications between MCM and you with respect to such subject matter. Other than as expressly provided in Section 16 above, no modification or amendment to these Terms of Use shall be effective unless in a writing signed by MCM.

 

17.17 Survival. Any term or condition of these Terms of Use that by its nature would logically survive termination or expiration of these Terms of Use, including but not limited to protections of proprietary rights, indemnifications, and limitations of liability, shall survive such termination or expiration.

 

PLEASE INDICATE YOUR ACCEPTANCE OF THE FOREGOING TERMS OF USE BY CLICKING ON THE APPROPRIATE BOX BELOW.  SHOULD YOU CHOOSE “ACCEPT” YOU WILL BE GRANTED USAGE ACCESS TO THE APPLICABLE SERVICE(S).  SHOULD YOU CHOOSE “DECLINE” THIS SESSION WILL END AND ACCESS WILL BE DENIED.

 

Last Review Date: November 19, 2016