TERMS AND CONDITIONS OF USE

These terms and conditions of use (the “Terms”) govern Your access to and use of the websites (“Websites”) offered by AssessMD, LLC and its affiliated companies (“We” or “AssessMD”). By accessing or using the Websites, You are agreeing to these Terms with AssessMD. In addition, You agree to any additional guidelines or rules posted on the Websites, all of which are incorporated herein by reference. Do not access or use the Websites if You are unwilling or unable to be bound by these Terms.

AssessMD reserves the right at any time to change these Terms or change the Websites. Any such changes will be effective immediately upon notice to You, which notice may be provided by any means including, without limitation, providing a revised version of these Terms accessible through the Websites. Your continued use of the Websites after such notice will be deemed Your acceptance of such change. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms.

I. Definitions

a) A “User” is someone who accesses or in any way uses the Websites.

( (b) “You” and “Your” refer to You, as a User.

( (c) “Content” means software, text, images, photos, audio, video, location data, and all other forms of data or communication.

( (d) “User Content” means Content that a User submits or transmits to, through, or in connection with the Websites, including but not limited to patient information, test responses, and account information.

( (e) “AssessMD Content” means Content that AssessMD creates and makes available in connection with the Website.

( (f) “Purchased Content” shall be as defined in Section V of these Terms.

(II. Eligibility

(To access or use the Websites, You must be 18 years or older and have the requisite power and authority to enter into these Terms. You may not access or use the Websites if AssessMD has previously banned You from the Websites or closed Your account.

(III. Privacy

AssessMD has a right to use User Content in an unrestricted basis subject only to AssessMD’s Privacy Policy, the entire contents of which are incorporated herein by reference. For more information, please see the full Privacy Policy. By agreeing to these Terms you also acknowledge that You have signed any privacy forms required by Your medical provider prior to accessing the Site.

IV. Accounts

You may be required to create an account and provide certain information about Yourself to use some of the features offered through the Websites. You are responsible for maintaining the confidentiality of Your account information, such as a username and a password. You are also responsible for all activities that occur in connection with Your account. You agree to notify AssessMD immediately of any unauthorized use of Your account.

By creating an account with the Websites and establishing payment information associated with the account, You agree to allow AssessMD to use the payment information to receive payment for any products or services purchased through Your account. Any purchases of products or services through Your account are non-refundable and any disputes over payments to AssessMD should be raised with Your payment service provider (e.g., credit card company) and not AssessMD. If you suspect unauthorized use of Your account, You must notify AssessMD immediately. AssessMD will have no liability for any charges to Your account associated with unauthorized use unless AssessMD was notified of the unauthorized use prior to the posting of the charges to Your account.

Your account is for the limited purpose of using the Websites and any Content or tools that may be made available to you. All other commercial use is hereby prohibited. When creating an account, AssessMD requires that You provide complete and accurate information about Yourself. You may not impersonate someone else, create or use an account for anyone other than Yourself, provide an email address other than Your own, or create multiple accounts.

By creating an account, You agree to receive certain communications in connection with the Websites.

AssessMD may terminate Your account, suspend Your ability to use portions of the Websites, and/or ban You altogether from the Websites for any or no reason, and without notice or liability of any kind. You may terminate Your account. However, You are still responsible for any charges to Your Account posting prior to cancellation of Your account.

V. Charges and Payment

You acknowledge and agree that accessing, utilizing, and/or downloading any product or service that comprises a part of the AssessMD Content, such as tests or diagnostic tools, constitutes a purchase by You of such product or service (hereinafter, the “Purchased Content”). You agree to pay all charges incurred by You (or any user of Your account) for any Purchased Content and You hereby authorize AssessMD to charge Your credit card, debit card, or any other payment method provided by You to AssessMD for such Purchased Content. The price for Purchased Content will be the price in effect at the time of purchase plus applicable sales tax. All payment obligations are non-cancelable and all amounts paid are non-refundable. If any Purchased Content becomes unavailable following a purchase transaction but prior to download, Your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of Purchased Content, Your exclusive and sole remedy is either replacement or refund of the price paid, as determined by AssessMD.

VI. Availability

The Websites may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Your use of the Websites is at Your own risk, including the risk that You might be exposed to Content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate.

VII. Not a Medical Provider

AssessMD is not a medical provider and AssessMD Content is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Always seek the advice of a physician or other qualified medical provider with any questions you may have regarding a medical or mental condition. Never disregard professional medical advice or delay in seeking professional medical advice because of any AssessMD Content.

VIII. No Endorsements

AssessMD Content may reference, use, or contain content from third-parties. For example, AssessMD Content may include a proprietary diagnostic tool that estimates “approximated scores” for third-party diagnostic tools or tests (e.g., the Zung Self-Regulating Depression Scale, the Hamilton Rating Scale for Depression, etc.). These “approximated scores” are provided without requiring that a patient actually take tests provided by the third-parties. AssessMD’s “approximated scores” may differ substantially from scores obtained by the patient actually taking the third-party tests. In addition, AssessMD is not affiliated with any such third-parties and makes no representations or warranties regarding the reliability or usefulness of any information from such third-parties. Furthermore, by providing the third-party content, AssessMD makes no direct or indirect statement regarding the reliability or usefulness of any third-party content.

AssessMD and its licensees may publicly display advertisements and other information adjacent to or included with any Content, including User Content. You are not entitled to any compensation for such advertisements. The manner, mode, and extent of such advertising are subject to change without specific notice. AssessMD is not affiliated with any third-party associated with such advertising and such advertising is not an endorsement, representation, warranty, or any direct or indirect statement regarding the reliability or usefulness of any third-party associated with such advertising.

IX. Content

You are responsible for all User Content that You or Your medical provider input to the Websites and AssessMD has no responsibility to verify the accuracy of such data for any purpose. As with any diagnostic tools, the results of any analysis of User Content by or through the Websites may vary depending on a variety of factors influencing User.

By providing User Content, You represent that you own or have the necessary permissions to use and authorize the use of the User Content as described herein. You may not imply that provided User Content is in any way sponsored or endorsed by AssessMD.

By providing User Content, You grant to AssessMD a worldwide, royalty-free, non-exclusive, and fully sub-licensable (through multiple tiers) right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display the User Content (in whole or in part) and/or to incorporate Your Content into other works in any form, media, or technology now known or later developed, PROVIDED, HOWEVER, that the foregoing license is limited in all respects by the restrictions set forth in AssessMD’s Privacy Policy.

In addition, by providing User Content, You acknowledge and agree that AssessMD may preserve User Content and may also disclose User Content according to these Terms and AssessMD’s Privacy Policy. Each User understands that the technical processing and transmission of User Content may involve (a) transmission over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Each User is entirely responsible for all User Content they provide, subject only to AssessMD’s responsibility under AssessMD’s Privacy Policy. Accordingly, AssessMD does not control any User Content and, as such, does not guarantee the accuracy, integrity, or quality of any User Content and is not liable for any errors or omission in any User Content or for any loss or damage of any kind incurred as a result of the use of any User Content. Each User agrees that they must evaluate and bear all risks associated with the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content.

AssessMD (and its designees) shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Content. Without limiting the foregoing, AssessMD (and its designees) shall have the right to remove any User Content that violates these Terms or is otherwise objectionable in AssessMD’s sole discretion.

AssessMD respects rights granted under copyright law to copyright holders. Title II of the Digital Millennium Copyright Act (“DMCA”) creates limitations on the liability of online service providers for copyright infringement when engaging in certain types of activities. AssessMD is a “service provider” as defined under the DMCA. Therefore, if AssessMD (or its designees) receives proper notification of claimed infringement as required under Title II of the DMCA, AssessMD will take down or block access to the alleged infringing Content as required under Title II of the DMCA.

X. Links

Content may include links to other sites or resources (hereinafter referred to as “Linked Content”). Because AssessMD has no control over Linked Content, all Users of the Websites acknowledge and agree that AssessMD is not responsible for the availability of Linked Content and AssessMD does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available through Linked Content. Users of the Websites also acknowledge and agree that AssessMD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Linked Content.

XI. User Rights to Use Content

You may download, store, display on Your computer, view, listen to, play and print AssessMD Content (subject to Sections II and III) subject to the following: (a) the Content may be used solely for Your personal, informational, noncommercial purposes; (b) the Content may not be modified or altered in any way; and (c) the Content may not be redistributed.

XII. Terms Applicable to Specific Content

The use of some AssessMD Content may be governed by one or more additional agreements. If there is a conflict or inconsistency between the Terms and any additional agreement, the latter shall have precedence with respect to Your access and use of that area of such AssessMD Content.

XIII. Software

The Websites may provide access to software (either directly or as a download). Any use of such software is governed by an additional agreement that will accompany or be included with the software. In the event software is provided on or through the Websites and is not specified as being governed by an additional agreement, you may use such software subject to the following: (a) the software may be used solely for Your personal, informational, noncommercial purposes; (b) the software may not be modified or altered in any way; and (c) the software may not be redistributed.

XIV. Intellectual Property

The Websites and AssessMD Content (excluding Linked Content) provided on or through the Websites are the intellectual property of AssessMD and “AssessMD” is a trademark of AssessMD. Use of the Websites by You does not constitute of transfer of any such intellectual property rights to You.

XV. General Restrictions of Use

No User will or encourage others to:

violate these Terms or any laws or third-party rights through use of the Websites;

use the Websites if they have not established a valid account for the Websites (see Section IV) or are temporarily or indefinitely suspended from using the Websites;

provide false, inaccurate, misleading, defamatory, or libelous Content through the Websites;

use the Websites for commercial purposes unless as expressly permitted by AssessMD;

provide abusive, obscene, vulgar, defamatory, libelous, hateful, threatening, sexually-orientated or any other Content through the Websites that may violate any applicable laws, including copyright laws;

transfer their account for the Websites to another party without prior consent of AssessMD;

modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Websites or Content provided through the Websites (other than Your Content) except as expressly authorized by AssessMD;

remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Websites or on any materials printed or copied from the Websites;

copy, modify, or distribute content from the Websites in violation of the intellectual property rights of AssessMD, other Users, or third-parties;

harvest or otherwise collect information about Users of the Websites, including email addresses, without their consent;

use the Websites to solicit personal information from minors under the age of 13;

take any action that imposes or may impose (in AssessMD’s sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Websites;

use any robot, spider, scraper, or other automated means to access the Websites for any purpose without the express written permission of AssessMD;

distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes through the Websites;

distribute viruses or any other technologies through the Websites that may harm the Websites or the interests or property of other Users;

interfere or attempt to interfere with the proper working of the Websites or any activities conducted on or with the Websites; or

bypass or attempt to bypass any measures taken by AssessMD to prevent or restrict access to the Websites or to protect Content (including User account information).

 

XVI. Restrictions

AssessMD is under no obligation to enforce these Terms directly or on Your behalf against another User. While AssessMD encourages You to let AssessMD know if You believe another User has violated these Terms, AssessMD reserves the right to investigate and take appropriate action at AssessMD’s sole discretion.

XVII. Indemnification

You agree to indemnify, defend, and hold AssessMD, and the officers, directors, employees, agents, representatives, licensors, affiliates, service providers, and suppliers of AssessMD harmless, including costs, liabilities and legal fees, from any claim or demand made by any third-party arising out of or relating to (i) Your access to or use of the Websites, (ii) Your violation of these Terms, (iii) any products or services purchased or obtained by You in connection with the Websites, or (iv) the infringement by You, or any third-party using Your account, of any intellectual property or other right of any person or entity. AssessMD reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify AssessMD and You agree to cooperate with AssessMD’s defense of these claims. You agree not to settle any matter for which You are required to indemnify AssessMD without the prior written consent of AssessMD.

XVIII. Disclaimers of Warranties

THE WEBSITES (INCLUDING CONTENT AVAILABLE THROUGH THE WEBSITES) IS MADE AVAILABLE TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ASSESSMD EXPRESSLY DISCLAIMS ALL WARRANTIES, IF ANY, WHETHER EXPRESS OR IMPLIED, RELATING TO THE WEBSITES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. ASSESSMD DOES NOT WARRANT THAT THE WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE WEBSITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; NOR DOES ASSESSMD MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, CURRENCY, QUALITY, PERFORMANCE, OR SUITABILITY OF THE WEBSITES OR ANY CONTENT AVAILABLE THROUGH THE WEBSITES. IN THE EVENT OF ANY DISSATISFACTION, FRUSTRATION, LOSS, OR DAMAGES SUFFERED IN CONNECTION WITH THE WEBSITES, THE SOLE REMEDY FOR ANY USER IS TO CEASE USING THE WEBSITES. ALSO, EACH USER AGREES THAT HE OR SHE WILL NOT HOLD ASSESSMD RESPONSIBLE FOR ANY USER CONTENT OR USER ACTIONS OR INACTION ASSOCIATED WITH THE WEBSITES.

XIX. Limitation of Liability

IN CONSIDERATION FOR ASSESSMD MAKING THE WEBSITES AVAILABLE FOR USERS AT THE COST OF ASSESSMD AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE SUFFICIENCY OF WHICH ARE ACKNOWLEDGED, EACH USER OF THE WEBSITES AGREES THAT ASSESSMD WILL NOT BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, LOSS OF INCOME OR PROFITS, LOSS OF REPUTATION, LOSS OF INFORMATION, LOSS OF USE, OR LOSS OF BUSINESS SUFFERED BY YOU OR A THIRD-PARTY ARISING OUT OF A USER’S ACCESS, USE, OR INABILITY TO USE THE WEBSITES INCLUDING ANY ERRORS OR OMISSIONS IN THE CONTENT AVAILABLE THROUGH THE WEBSITES WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ASSESSMD HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ASSESSMD DOES NOT MAKE ANY CLAIMS ABOUT ANY THIRD-PARTY AND IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY ACTIONS RELATED TO THE WEBSITES. WITHOUT LIMITING THE FOREGOING, ASSESSMD IS NOT RESPONSIBLE OR LIABLE FOR ANY PRODUCTS OR SERVICES OFFERED BY THIRD-PARTIES THROUGH THE WEBSITES. ASSESSMD IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY USE OF YOUR CONTENT. ASSESSMD DOES NOT MAKE ANY REPRESENTATIONS ABOUT THIRD-PARTY BUSINESSES AND ASSESSMD IS NOT RESPONSIBLE OR LIABLE FOR ANY LOSSES, DAMAGES, OR NEGATIVE INCIDENTS EXPERIENCED AS THE RESULT OF THIRD-PARTY ACTIONS.

TO THE EXTENT ANY PORTION OF THIS SECTION ARE NOT PERMISSIBLE OR ENFORCEABLE, ASSESSMD’S LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (1) THE AMOUNT PAID BY YOU TO ASSESSMD DURING THE 12 MONTHS PRIOR TO THE ALLEGED LIABILITY OR (2) $5,000.

XX. General Terms

If any provision of these Terms is held invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

AssessMD may, at its sole discretion, assign these Terms and will provide written notice of such assignment by posting a notice within the Websites.

AssessMD’s failure to act with respect to a breach of these Terms does not waive AssessMD’s right to act with respect to subsequent or similar breaches. AssessMD does not guarantee it will take action against all breaches of these Terms.

These Terms may not be amended by a User, unless AssessMD agrees to such changes in a writing hand-signed by an authorized representative of AssessMD and a User. For purposes of this provision only, a “writing” does not include an email message and a signature does not include an electronic signature.

These Terms, AssessMD’s Privacy Policy, and any additional agreements governing use of specific AssessMD Content (e.g., software) set forth the entire agreement between AssessMD and each User and supersede all prior agreements, discussions, representations, and warranties.

Unless otherwise prohibited by applicable law, the use of the Websites under these Terms is governed by and will be construed in accordance with the internal laws of the State of Texas, without regard to any conflict of law rules. The jurisdiction and venue for any litigation arising from or relating to these Terms shall be a state or federal court in Collin or Dallas County, Texas. You and AssessMD agree to subject to the jurisdiction of and agree that venue is proper in these courts in any legal action or proceeding arising under these Terms.