PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS SERVICE.

These Terms of Use (“Terms”) set forth the legally binding terms and conditions between ProveMD LLC. (“ProveMD”, “we”, “our,” and “us”) and you that govern your use of the website located at www.ProveMD.com, and other websites that link to these Terms (collectively, the “Site”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. By accessing or using the site, you are accepting these terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these terms (on behalf of yourself or the entity that you represent). You may not access or use the site or accept the terms if you are not at least 18 years old. If you do not agree with all the provisions of these Terms, do not access and/or use the Site. ProveMD reserves the right to update the terms at any time without notice to you. Continued use of our Site following any change to the terms indicates your acknowledgement of such changes and agreement to be bound by modified terms and conditions.

1. ACCOUNTS

1.1 ACCOUNT CREATION

In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is current, complete, truthful, and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason. ProveMD may suspend or terminate your Account in accordance with Section 9.

1.2 ACCOUNT RESPONSIBILITIES

You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. ProveMD is not liable for any loss that you may incur because of someone else using your password or account, either with or without your knowledge. You may not share your account with anyone else. You agree to immediately notify ProveMD of any unauthorized use or suspected unauthorized use of your Account or any other breach of security. ProveMD cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2 LICENSE

2.1 PERSONAL USE AND RESPONSIBILITY

Subject to these Terms, you are hereby granted a nonexclusive, nontransferable, revocable, limited license to access and use, part or all of this Site for non-commercial use. You are solely and strictly responsible for the use of the Site and the content of any transmissions using the Site.

2.2 CERTAIN RESTRICTIONS

The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of ProveMD without the express written consent of ProveMD. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

2.3 MODIFICATION

ProveMD reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with 30- day’s notice to you. You agree that ProveMD will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 NO SUPPORT OR MAINTENANCE

You acknowledge and agree that ProveMD will have no obligation to provide you with any support or maintenance in connection with the Site except that which conforms to keeping the service up and running.

2.5 OWNERSHIP

Excluding any User Content that you may provide (defined in Section 3.1 below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by ProveMD. Neither these Terms nor your access to the Site transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. ProveMD reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3 USER CONTENT

3.1 USER CONTENT

“User Content” means any and all information, data and content that a user uploads, posts, inputs, generates, or submits to, or uses with, the Site. You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.2) and you are liable for any damages arising from a violation of the Acceptable Use Policy. Your User Content is confidential information and will be treated as such by ProveMD. As such, you may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by ProveMD. ProveMD is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2 ACCEPTABLE USE POLICY

The following terms constitute our “Acceptable Use Policy”: a. You agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, Trojan horses, time bombs, cancelbots, corrupted files, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; (vii) use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of User Content; or (viii) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file). b. User agrees not to excessively use the products and services provided on this site. Excessive use is defined as any activity that would negatively impact customer service, cause significant harm to our business or compromise the integrity of our services. We reserve the right to restrict the scope of any offers of unlimited access if it shows any signs of abuse or exploitation. Furthermore, in cases where excessive usage or exploitation is suspected, we reserve the right to suspend such offered services in whole or in part without prior notice.

4 THIRD-PARTY LINKS & ADS; OTHER USERS

4.1 THIRD-PARTY LINKS & ADS

ProveMD does not represent or warrant the accuracy or reliability of any advice, opinion, statement, or other information displayed or distributed through any Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

4.2 OTHER USERS

Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content and ProveMD does not endorse any User Content. Your interactions with other Site users are solely between you and such users. You agree that ProveMD will not be responsible for any loss or damage incurred as the result of any such interactions or your use of any User Content. If there is a dispute between you and any Site user, we are under no obligation to become involved.

5 INDEMNIFICATION

You agree to indemnify and hold ProveMD (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your User Content, (c) your violation of these Terms; or (d) your violation of applicable laws or regulations. ProveMD reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of ProveMD. ProveMD will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

6 RELEASE

You hereby release and forever discharge ProveMD (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). YOU ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY LAW OR LEGAL PRINCIPLE OF SIMILAR EFFECT IN ANY JURISDICTION WITH RESPECT TO THE RELEASES AND/OR DISCHARGES GRANTED HEREIN, INCLUDING BUT NOT LIMITED TO THE RELEASES AND/OR DISCHARGES OF UNKNOWN CLAIMS.

7 DISCLAIMERS

THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVEMD AND OUR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. NEITHER WE NOR OUR SUPPLIERS MAKE ANY WARRANTY THAT THE SITE, INCLUDING ALL CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SITE, WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

8 LIMITATION ON LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PROVEMD OR OUR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, EVEN IF PROVEMD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR CUMULATIVE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS (100 USD). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE SITE, INCLUDING ANY CONTENT, SOFTWARE, PRODUCTS, SERVICES, MATERIALS, AND INFORMATION INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE.

9 TERM AND TERMINATION

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may refuse service, remove or edit content, including User Content, or suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. ProveMD will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2-2.5, Section 3

10 GOVERNING LAW AND ARBITRATION

10.1 GOVERNING LAW

This agreement and any action related thereto is governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Colorado (without regard to conflicts of law principles).

10.2 General Arbitration Process

Any dispute or claim that may arise between the parties relating in any way to or arising out of this agreement, Customer’s use of or access to the Services (Claim), must be resolved exclusively through final and binding arbitration (rather than in court) under the then current commercial rules of the American Arbitration Association. Any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction. The arbitration will be held in Denver County, Colorado.

10.3 Optional Arbitration for Claims Less than $10,000

Notwithstanding the foregoing, for any Claim, where the total amount of the award sought is less than $10,000, the party requesting relief may choose to resolve the dispute in a more cost-effective manner through binding non-appearance-based arbitration. If a party elects arbitration, they must initiate such arbitration through an established alternative dispute resolution (ADR) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration will be conducted by telephone or online and be solely based on written submissions, the specific manner of which to be chosen by the party initiating the arbitration; (ii) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator is final and may be entered in any court of competent jurisdiction.

10.4 Enforcement

Notwithstanding Sections 10.2 and 10.3, ProveMD may bring an action to enforce its intellectual property or other proprietary rights in any court of competent jurisdiction.

10.5 Equitable Relief

Notwithstanding anything above, ProveMD may seek and obtain injunctive and equitable relief in any court of competent jurisdiction without restriction or required process in this agreement.

10.5 PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL PARTY BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, CLASS OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION AND REPRESENTATIVE ACTION WAIVER PROVISION IS HELD TO BE UNENFORCEABLE, THEN SECTIONS 10.b AND 10.c SHALL ALSO BE UNENFORCEABLE.

If you have questions, you can contact us at:
ProveMD Legal

4800 Happy Canyon Rd., Ste 220
Denver, CO 80237
Phone: 720-593-6506
Email: [email protected]
This policy was last updated on March 1, 2023

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