Statement of Rights and Responsibilities
Welcome to the E*HealthLine Web Site (the “E*HealthLine Site”), which is owned and operated by and on behalf of E*HealthLine.com, Inc, its corporate parent, and their respective subsidiaries and affiliates (collectively, “E*HealthLine,” “We,” or “Us”). The E*HealthLine Site is made available to You solely under the following terms and conditions (the “Terms and Conditions”). Please read these Terms and Conditions carefully before using the E*HealthLine Site.
1. Your Right of Access. E*HealthLine hereby grants You the nonexclusive, nontransferable, royalty-free right and license to access and use E*HealthLine’s Site in any manner permitted under these Terms and Conditions.
2. What the E*HealthLine Site Does and Does Not Provide. We use the E*HealthLine Site to provide information, products and services to meet the needs of a diverse group of people. Medical practices, clinics, hospitals, industry groups, and other institutions and businesses who are interested in E*HealthLine and its products and services, including present and prospective customers, healthcare IT experts, investors and members of the general public (collectively, the “E*HealthLine Community”). The needs of the E*HealthLine Community evolve constantly in response to many factors, including medical science, healthcare information technology, public health and health care policy, and the regulatory environment. Accordingly, we may begin, alter, suspend, and terminate our offering of the content, features or functions on or through the E*HealthLine Site in any manner consistent with our contractual obligations, at any time, with no notice to You.
2.1 We Do Not Provide Professional Advice. Nothing appearing on the E*HealthLine Site is medical, legal, accounting, tax, compliance, or other professional advice. You should not use anything obtained on or through the E*HealthLine Site as a substitute for advice provided by professionals You retain.
2.2 Your Contributions. You are solely responsible for Your contributions to any online forum We may offer through or as part of the E*HealthLine Site (“Your E*HealthLine Community Participation”), such as, without limitation, responses to blog postings, bulletin board postings, and other contributions to online discussions. By submitting Your E*HealthLine Community Participation, You: (a) represent to E*HealthLine, in each instance, that You either own or that You have the right to display or transmit each and every element of Your E*HealthLine Community Participation, and that Your submission will not violate the legal rights or interests of any person or entity; and (b) grant to E*HealthLine a irrevocable, license to use Your E*HealthLine Community Participation, in each instance, as a whole or in any part, for any business purpose, including without limitation, promotional, marketing and training purposes. If You have any question as to whether You have the right to make a contribution to the E*HealthLine Site or You do not wish to grant Us the rights of use in Your contribution specified above, You should not make that contribution.
3. Use of the E*HealthLine Site. Your rights to access and use the E*HealthLine Site granted above are contingent upon Your compliance with each of the following:
3.1 You agree to use the E*HealthLine Site at all times solely as permitted under the then-current Terms and Conditions for the E*HealthLine Site;
3.2 You agree to use the E*HealthLine Site solely for Your internal business purposes. You agree not to access or use the E*HealthLine Site for any other purpose or for any unlawful or illegal purpose;
3.3 You agree not to defeat or evade any security or access control device or procedure used on or associated with the E*HealthLine Site;
3.4 You agree not to sell, lease, traffic in, sublicense, or otherwise transfer to any person or entity either: (i) Your rights to access or use the E*HealthLine Site granted hereunder; or (ii) any password, user name, or other information or device used to authorize Your access to and use of, the E*HealthLine Site; or to disclose any of the foregoing to anyone other than Your employees and agents whose duties require their use;
3.5 Note to Customers & Other Contract Partners: Your obligations under this provision specifically include Your agreement not to permit any person or entity who is not a customer or an employee of a customer of E*HealthLine to have access to any section of the E*HealthLine Site that We reserve for our customers using Your password, user name, or other access credentials, except as Your agreements(s) with E*HealthLine may expressly permit;
3.6 You agree not to access or use the E*HealthLine Site using any automated, recursive or robotic means or in any other manner that, in E*HealthLine ’s sole judgment, interferes with the operation of the E*HealthLine Site or burdens E*HealthLine’s ability to provide the E*HealthLine Site to You or others;
3.7 You acknowledge and agree that: (a) the E*HealthLine Site is or reflects intellectual property that, as between You and E*HealthLine, is owned solely and exclusively by E*HealthLine. You acknowledge and agree that You may not: (i) reverse engineer, disassemble, decompile, download, copy, reproduce, prepare derivative works of, distribute, publish, perform or display any: (a) functionality, code, content, or other resource (collectively “Information Resources”) used by E*HealthLine to provide You with the E*HealthLine Site; or (b) any Information Resource made available to You on or through the E*HealthLine Site, except as agreements executed by E*HealthLine in current effect otherwise provide or as otherwise permitted under these Terms and Conditions;
3.8 E*HealthLine hereby grants You a non-exclusive, non-transferable right and license to copy reasonably limited portions of text and to download, copy, and distribute articles, white papers, downloadable and other content displayed or otherwise made available on any section of the E*HealthLine Site You are authorized to use (collectively “Licensed Site Content”), solely and exclusively for Your internal business purposes, provided that: (a) You are otherwise in compliance with these Terms and Conditions and any agreement(s) You have entered into with Us; and (b) any such copy You make identifies E*HealthLine as the author of that content and bears each and every legal notice that appears on the E*HealthLine Site on or in association with that content, including without limitation, the copyright notice applicable to the specific content You copy. The rights of use granted under this limited license specifically exclude the right to distribute or otherwise transfer full or partial copies, reproductions, or summaries of any Licensed Site Content: (i) to any person or entity who is unaffiliated with You; or (ii) from which You have removed any copyright or other proprietary notice;
3.9 You acknowledge and agree that nothing in these Terms and Conditions: (i) provides You with any license or rights of use in or to any portion of the E*HealthLine Site or any other intellectual property of E*HealthLine other that those expressly stated herein; or (ii) transfers to You any rights, title or interests in or to any intellectual property of E*HealthLine;
3.10 You agree not to: (i) allow any person or entity acting on Your behalf or using Your System to act in any manner prohibited above; or (ii) attempt to act in any manner prohibited above. As used in these Terms and Conditions, “System” means the information technology You use, including without limitation, Your hardware, software, network and Internet connectivity, and information, individually or in any combination; and
3.11 You understand and agree that any use or attempted use of the E*HealthLine Site in violation of these Terms and Conditions may, without prejudice to any other claims, rights, or remedies E*HealthLine may have, result in the termination of Your rights to use the E*HealthLine Site.
4. Customers and Other Contract Partners. These Terms and Conditions do not modify any agreement between You and E*HealthLine. If You have entered into one or more agreements with Us that are in effect when You use the E*HealthLine Site, including without limitation, agreements that authorize You to use E*HealthLine® products or services such as E*HealthLine® Practice Management software or our other products or services, You acknowledge and agree that: (a) Your use of the E*HealthLine Site is governed by those agreements as well as by these Terms and Conditions. For example, and without limitation: (i) Your obligations to safeguard E*HealthLine’s confidential and proprietary information from unauthorized disclosure or use, as set forth in Your agreement(s) with Us, apply with respect to any and all use You may make of non-public sections of the E*HealthLine Site; and (ii) Our use of the E*HealthLine Site, if any, to deliver certain products, services or related Information Resources to You does not alter our agreement with You. The terms of Your agreement that define the scope of Your permitted use of these products, services or resources, apply fully to anything we deliver to You through this site. As such, You acknowledge and agree that certain uses You may make of the E*HealthLine Site in violation of these Terms and Conditions may also constitute a material breach of one or more agreements You have entered into with E*HealthLine. In the case of a conflict between any executed agreement between You and E*HealthLine and these Terms or Conditions or any other document, the terms of the executed agreement between You and E*HealthLine shall govern the right and obligations of the parties;
5. Disclaimers. EXCEPT AS AND TO THE EXTENT THAT E*HEALTHLINE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, THE E*HEALTHLINE SITE IS PROVIDED TO YOU "AS IS" AND “AS AVAILABLE.” EXCEPT AS AND TO THE EXTENT THAT E*HEALTHLINE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY DOES NOT WARRANT THAT THE E*HEALTHLINE SITE WILL PERFORM AS YOU EXPECT OR WITHOUT INTERRUPTION, THAT IT WILL MEET YOUR NEEDS, BE SECURE, THAT THE CONTENT POSTED ON TO THE SITE WILL BE CURRENT, ACCURATE, OR FREE FROM ERRORS, VIRUSES, OTHER MALICIOUS OR HARMFUL CODE, OR OTHER DEFECTS, THAT YOUR USE OF THE E*HEALTHLINE SITE WILL NOT RESULT IN THE LOSS OF, OR DAMAGE TO, YOUR INFORMATION, THAT INFORMATION YOU POST TO THE E*HEALTHLINE SITE CAN OR WILL BE DISPLAYED ACCURATELY, COMPLETELY OR AT ALL, OR THAT THE E*HEALTHLINE SITE WILL NOT ALTER OR DAMAGE YOUR SYSTEM. EXCEPT AS AND TO THE EXTENT THAT E*HEALTHLINE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, COMPANY HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO THE E*HEALTHLINE SITE, ANY FUNCTIONALITY, CONTENT OR OTHER INFORMATION MADE AVAILABLE TO YOU ON OR THROUGH THE E*HEALTHLINE SITE, AND INFORMATION THAT YOU CHOOSE TO POST TO THE E*HEALTHLINE SITE WEB SITE, OR ANY SYSTEM YOU MAY USE TO DO SO, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT YOUR DECISION TO USE THE E*HEALTHLINE SITE WITH RESPECT TO ANY INFORMATION IS YOUR SOLE RESPONSIBILITY AND THAT ANY AND ALL USES OF THE E*HEALTHLINE SITE YOU MAY MAKE ARE, AND SHALL BE, AT YOUR SOLE RISK.
6. Limitation of Liability. EXCEPT AS AND TO THE EXTENT THAT E*HEALTHLINE’S EXECUTED AGREEMENT(S) WITH YOU, IF ANY, MAY OTHERWISE EXPRESSLY PROVIDE, IN NO EVENT SHALL COMPANY OR ANY OF COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR TO ANY OF YOUR AFFILIATED PRACTICES FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST DATA OR LOST OPPORTUNITIES, IN ANY WAY RELATING TO THESE TERMS AND CONDITIONS OR RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE E*HEALTHLINE SITE OR ANY BREACH OF SECURITY, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF COMPANY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
YOU ACKNOWLEDGE AND AGREE THAT EXCEPT AS AND TO THE EXTENT THAT E*HEALTHLINE’S EXECUTED AGREEMENT(S) WITH YOU MAY OTHERWISE EXPRESSLY PROVIDE, YOUR SOLE REMEDY FOR ANY INJURY YOU ALLEGE TO HAVE SUFFERED ARISING FROM OR RELATED TO YOUR USE OF THE E*HEALTHLINE SITE IS TO STOP USING IT.
7. Indemnification. You agree to indemnify, defend and hold harmless, at Your sole expense, E*HealthLine, its corporate parent, and their respective subsidiaries, affiliates, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any claim arising from or related to: (a) Your use of the E*HealthLine Site; and (b) any breach of these Terms and Conditions by or attributable to You, including without limitation, a claim that Your E*HealthLine Community Participation infringed intellectual property, privacy, or other legal rights or interests of any person or entity. You agree to pay any and all such claims, losses, deficiencies, damages, liabilities, costs and expenses, including without limitation, reasonable attorney’s fees and all related costs and expenses as are incurred by or awarded against any one or more of the Indemnified Parties with respect to each such claim. E*HealthLine will use reasonable efforts to provide You with prompt written notice of any such claim and of all related claims. You agree to conduct the defense and settlement of any related action or proceeding, subject to the Indemnified Parties’ consent to any position or settlement, which shall not be unreasonably delayed or withheld.
8. General. E*HealthLine may change this policy at any time. We will make reasonable efforts to inform You of those changes by posting a notice on the E*HealthLine Site or by sending You notice by email or regular mail. You are welcome to contact us (legal@ehealthLine.com)at any time with any questions You may have about this policy, including questions as to whether the posted policy has been changed. Unless a notification of the change in policy states otherwise, changes to this policy are effective as of the date and time posted.
9. No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless adopted by E*HealthLine in writing.
10. No failure or delay by E*HealthLine in exercising any right, power, or remedy under these terms and conditions shall operate as a waiver of any such right, power, or remedy.
11. If any provision of these Terms and Conditions is ruled by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these Terms and Conditions shall remain in full force and effect.
12. You acknowledge and agree that each entity which collectively makes up E*HealthLine is a third party beneficiary of these Terms and Conditions, and that each entity may enforce any provision of the Terms that benefits it. There are no other third party beneficiaries of these Terms and Conditions.
13. These Terms and Conditions shall be interpreted, construed and governed by, and in accordance with, the laws of the State of California. Any cause of action arising out of or related to these Terms and Conditions may only be brought in the local court of applicable jurisdiction in the State of California, Orange County, and You hereby submit to the jurisdiction and venue of that court.
14. Mobile and Other Devices: In the event you change or deactivate your mobile telephone number, (and upon notification to E*HealthLine,) you will update your account information on E*HealthLine within 48 hours to ensure that your messages are not sent to the person who acquires your old number.
14.1 You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on E*HealthLine.
15 About Advertisements and Other Commercial Content Served or Enhanced by E*HealthLine
Our goal is to deliver ads and commercial content that are valuable to our users and advertisers. In order to help us do that, you agree to the following:
15.1 You can use your privacy settings to limit how your name and profile picture may be associated with commercial, sponsored, or related content served or enhanced by us. You give us permission to use your name and profile picture in connection with that content, subject to the limits you place.
15.2 We do not give your content or information to advertisers without your consent.
15.3 You understand that we may not always identify paid services and communications as such.
16 Special Provisions Applicable to Advertisers
You can target your desired audience by buying ads on E*HealthLine or our publisher network. The following additional terms apply to you if you place an order through our online advertising portal (Order):
16.1 When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your ads as inventory becomes available. When serving your ad, we do our best to deliver the ads to the audience you specify, although we cannot guarantee in every instance that your ad will reach its intended target.
16.2 In instances where we believe doing so will enhance the effectiveness of your advertising campaign, we may broaden the targeting criteria you specify.
16.3 You will pay for your Orders in accordance with our Payments Terms. The amount you owe will be calculated based on our tracking mechanisms.
16.4 Your ads will comply with our Advertising Guidelines.
16.5 We will determine the size, placement, and positioning of your ads.
16.6 We do not guarantee the activity that your ads will receive, such as the number of clicks your ads will get.
16.7 We cannot control how clicks are generated on your ads. We have systems that attempt to detect and filter certain click activity, but we are not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect the cost of running ads.
16.8 You can cancel your Order at any time through our online portal, but it may take up to 24 hours before the ad stops running. You are responsible for paying for all ads that run.
16.10 We can use your ads and related content and information for marketing or promotional purposes.
16.12 We may reject or remove any ad for any reason.
16.13 If you are placing ads on someone else's behalf, you must have permission to place those ads, including the following:
16.13.1 You warrant that you have the legal authority to bind the advertiser to this Statement.
16.13.2 You agree that if the advertiser you represent violates this Statement, we may hold you responsible for that violation.
These Terms and Conditions are the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements or understandings, either written or oral.