2. Description of ServicesThe Services provided and covered by this Agreement can include both free and paid for services provided by MEDQOR to you. The Services include a combination of content that we create and that other third-party content suppliers create. In addition, some Services provide you and other users with an opportunity to submit, post, display, transmit and/or exchange information, ideas, opinions, photographs, images, video, creative works or other information, messages, transmissions, postings, or material to us or others on or through that Service (collectively, “Customer Data“). If the services involve any publications, we will use every reasonable effort to provide informative and relevant content as part of the Services. However, in using the Services, you may be exposed to content that you find offensive, indecent, objectionable or that is inaccurate and you bear all risks associated with using that content. You understand that the Services are provided by MEDQOR as further described in these TOS, and that MEDQOR does not guarantee the accuracy, integrity or quality of any content available on or through the Services. In this regard, you acknowledge that you may not rely on any of this content, whether created by or submitted to MEDQOR, including, but not limited to, product reviews, white papers, product descriptions, stock quotes, or Customer Data on any bulletin board, chat, news group, community, forum or other feedback section of the Services (collectively, the “Forums“). You understand that from time to time, you may communicate with, receive communications from, or otherwise participate in or use the services or obtain goods and services of or from, third parties (e.g., advertisers) as a result of your use of the Services. All such communication, interaction and participation is strictly and solely between you and such third party and MEDQOR shall not be responsible or liable to you in any way in connection with these activities or transactions (including, but not limited to, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the third party, or any goods or services you may purchase or obtain from any third party). In particular, the appearance or availability of links to third-party sites on or through the Services does not constitute an endorsement by MEDQOR with respect to the content, advertising, products, or other materials available on or from such sites. You further understand and agree that the Services may include certain communications from MEDQOR (such as administrative messages and certain newsletters), and that these communications are considered part of the Service and you may not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Services shall be subject to the TOS. Finally, you are responsible for obtaining access to the Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you must provide and are responsible for all equipment necessary to access the Services.
3. Advertising/Ad Placements, Content Marketing, SponsorshipsAd payments are not commissionable. Agencies are requested to markup net rates. All advertising rates are net. Cancellations prior to the closing date must be received in writing. Revisions to accepted IOs will be made in writing (confirmed receipt email) and acknowledged by the other party in writing. Advertiser will remain liable to MEDQOR for amounts due for any custom content or development provided to Advertiser or completed by MEDQOR or its third-party vendor prior to the effective date of contract termination. Webinars, Feature Reports, Podcasts, and any Content Marketing requiring content development and/or advance promotion by MEDQOR, may not be moved or cancelled within 30 days of scheduled release, publishing, or occurrence. If an advertising agency places an order on behalf of an advertiser, such agency warrants and represents that it has authority to place such order. The advertiser and its agency each agree to be jointly and severally liable for charges for ads placed. MEDQOR will not be liable for typographical errors, incorrect insertions, incorrect positions or omissions in advertising or incorrect artwork. Every effort will be made to ensure correct positioning and artwork. Ad code/ads will be changed within 12 hours of request. Change requests are processed between from 7am – 7pm Central time. Request made after 7PM, will be processed the following morning by 10am. Print Advertising Terms Addendum, Click Here Web Banner Terms Addendum, Click Here Lead Generation (PPL) Terms Addendum, Click Here
5. Payment/Payment LiabilityThe initial invoice will be sent by MEDQOR upon acceptance and entry of the order into the MEDQOR invoicing system. Invoices will be sent to; Subscriber’s, Advertiser’s, or Agency’s billing address as set forth on the initial order information and will include information reasonably specified by Customer or its Agency, such as the order number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing. MEDQOR payment terms are 30 days from due date on invoice.
6. General Rules of ConductYour use of the Services is subject to all applicable local, state, national and international laws and regulations, and you agree not to violate such laws and regulations. In addition, you agree that:
- you will not interfere with another member’s use and enjoyment of the Services;
- you will not interfere with or disrupt the security measures of the Services;
- you will not interfere with or disrupt networks connected to the Services, and will comply with all regulations, policies and procedures of such networks; and you will comply with United States law regarding the transmission of technical data exported from the United States.
- send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”;
- harm minors in any way;
- promote or generate revenue for any business or commercial purposes, whether or not for a charge or through linking with any other web services or pages, unless authorized by MEDQOR;
- impersonate any person or entity;
- intentionally or unintentionally violate any applicable local, state, national or international law;
- “stalk” or otherwise harass another; or
- collect or store personal data about other users.
7. Customer DataAlthough we reserve the right to edit Customer Data prior to its inclusion on the Services, as a general matter MEDQOR is not required to, and does not, screen or monitor such content. Therefore, you understand that you are solely responsible for all Customer Data and other materials, whether publicly posted or privately transmitted, that are uploaded, posted, e-mailed, transmitted or otherwise made available from your e-mail address through the Services. You further agree that your Customer Data will not violate these TOS. Specifically, you represent and warrant that your Customer Data will not contain any material that:
- is false, inaccurate, or misleading;
- infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights, or rights of publicity or privacy;
- violates a nondisclosure agreement, or violates any law or regulation (including, without limitation, those governing export control, unfair competition, or false advertising);
- is defamatory, constitutes trade libel or product disparagement, or is unlawfully threatening or harassing;
- is obscene or contains child pornography; or
- contains viruses, Trojan horses, time bombs, worms, cancelbots, easter eggs or other computer programming routines that may damage or interfere with the operation of any system, or unlawfully intercept any data or personal information.
- reproduce, distribute, republish or retransmit material posted by any other Services users without the permission of that user and MEDQOR;
- take any action that imposes an unreasonable or disproportionately large load on our infrastructure; or
- interfere or attempt to interfere with the proper working of the Services, any activities conducted on or through the Services, or any networks through which you access the Services.
- your Customer Data will be original and/or you will obtain all third-party permission necessary for the use of the Customer Data as set forth below;
- you are the sole and exclusive owner of all rights herein conveyed to MEDQOR and its affiliates; and
- you have the full and restricted power to convey such rights to MEDQOR and its affiliates free and clear of the claims of any other person or entity.
- modify, refuse or remove the Posting;
- revoke the applicable user’s right to use the Services; and/or
- use any technological, legal, operational or other means available to MEDQOR to enforce the provisions of these TOS, including, without limitation, blocking specific IP addresses or deactivating the applicable user’s registration.
- use, reproduce, modify, adapt, publish, translate, create derivative works from and own such derivative works, distribute, perform and display all Customer Data submitted by you or through your account, in whole or in part;
- use, in whole or in part, your name, likeness, photograph, voice, company name, screen name, e-mail address and/or other identifying information submitted by you as part of or in connection with such Customer Data (“Image”), and reproduce, publish, create derivative works from, distribute, perform and display materials containing the same; and
- incorporate the Customer Data and the Image in other works in any form, media or technology now known or later developed throughout the universe, and reproduce, publish, display and otherwise distribute the same.
8. MEDQOR’s Proprietary RightsNotwithstanding anything to the contrary set forth in this Agreement, each party shall continue to own title to any Intellectual Property Rights (i) it owned as at the Effective Date, (ii) created and owned independently of this Agreement, and (iii) any modifications, adaptations and derivations of subsections (i) and (ii) above (“Background IP”) and nothing in this Agreement shall operate to transfer any Background IP between the parties. MEDQOR and/or its licensors own all worldwide Intellectual Property Rights in the: (a) Software and user interfaces used for providing the MEDQOR Services; (b) all content and data used in providing the Services, including any data generated as part of processing information provided by you and all Service Data (as defined below); and (c) all trademarks, service marks and logos of MEDQOR (“MEDQOR IP”). Except for the right to receive, access and use the Services as expressly set forth herein specifically for the Purpose, no right or license is granted hereunder with respect to the MEDQOR IP. Further, you shall not, and shall procure that your Permitted Users shall not, nor permit any third party to: (a) use, copy, adapt, modify or create derivative works of the MEDQOR IP; (b) where applicable, reverse-engineer, disassemble, or decompile the MEDQOR IP or otherwise attempt to determine its underlying source code; (b) sell, lease, sublicense, rent, lend or provide any portion of the MEDQOR IP to any third party or allow the use of the MEDQOR IP by, or for the benefit of any person other than your Permitted Users ((a), (b) and (c) collectively “IP Restrictions”. For the purposes of this Agreement, “Intellectual Property Rights” shall mean all patents, inventions, discoveries, registered and unregistered rights in respect of copyright, industrial and other designs, databases, circuit layouts, trademarks, domain names, know-how, confidential information trade secrets, and all other intellectual property. All Services software, design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, database, proprietary information and all copyrightable or otherwise legally protectible elements of the Services, including, but not limited to, the selection, sequence and “look and feel” and arrangement of items, and all trademarks, service marks and trade names, excluding any of your Customer Data (individually and/or collectively, “Material“), are part of the MEDQOR IP and are the property of MEDQOR, its subsidiaries, affiliates, licensors or suppliers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign, laws, regulations and treaties. The compilation of all content on each site is the exclusive property of MEDQOR. You may not reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party web site), or otherwise use, any materials contained on the Services (except for your Customer Data) without the express prior written consent of MEDQOR or its owner if MEDQOR is not the owner. In particular, you may not frame any Material without the express prior written consent of MEDQOR or the Material owner. You must not alter, delete or conceal any copyright or other notices contained on the Services, including notices on any Material you download, transmit, print or reproduce from the Services. Any unauthorized or prohibited use of any Material may subject you to civil liability or criminal prosecution, or both, under applicable federal and state laws. You further agree not to access the Service by any means other than through the interface that is provided by MEDQOR for use in accessing the Service.
9. Service DataAs between the parties, all right, title and interest in and to any electronic data, text, messages or other materials, including your and/or your Permitted User’s personal data (“Service Data”), excluding only the Customer Data, is owned by MEDQOR and/or its licensors. To the extent that any Service Data is not transferred or owned by MEDQOR and/or its licensors as part of this Agreement, you hereby grant MEDQOR a non-exclusive, worldwide, royalty free license to use, transmit, distribute, modify, reproduce, display, store, create derivative works thereof, and process Service Data to the extent necessary for MEDQOR to make available and provide the MEDQOR Services to Customer and/or Permitted Users and to perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, Customer hereby agrees that MEDQOR may create de-identified, aggregated or anonymous data which may, in part, include processing of and anonymizing Service Data (“Anonymous Data”) for the purposes of operating, analyzing, improving, or marketing the MEDQOR Services. As part of providing and improving the MEDQOR Services, MEDQOR may collect and use data relating to the usage by you and/or your Permitted Users of the MEDQOR Services, including without limitation monitoring and analyzing usage and traffic patterns of its websites and the Services. Such usage data: (a) is not Service Data; (b) does not include any personal information about Customer or Permitted Users; and (c) is owned by MEDQOR.
10. ForumsSome of our Services give users the opportunity to participate in Forums operated by MEDQOR or by a third party. We ask that our users exercise appropriate caution when participating in any type of Forum. In particular, please remember that if you publicly disclose personal identifying information, such as your name or e-mail address, in connection with a Forum, the information may be collected and used by others. You should also take reasonable precautions with regard to any material you download from or through Forums (for example, scanning for viruses or other damaging computer programming routines). Finally, you agree to use the Forums only to send and receive messages and material that are proper and related to that particular Forum.
11. Directories and Other Membership ListingsSome of our Services allow users to make some of their personal information (including, but not limited to, name, company affiliation and job title) available to other visitors as part of a membership directory or other listing for that Service. Please remember: If you do not want certain information to be available to other Service users, you should not include it in any membership directory listing. As with all other content on the Services, we reserve the right to refuse (or remove) listings in our sole discretion, and without prior notice, if we determine that they are inaccurate, were posted without authorization, or otherwise violate these TOS.
12. PromotionsSome of our Services may from time to time conduct promotions, including, but not limited to, auctions, contests and sweepstakes (“Promotions”). Each Promotion will have additional terms, conditions and rules that will be posted or otherwise made available to you and, for purposes of each Promotion in which you participate, will be deemed incorporated by reference into these TOS (and therefore a part of your agreement with MEDQOR).
13. Fee-Based ServicesSome of our Services require that you to pay a fee to access or use such Service, as described in the specific conditions included where those Services are offered (“Fees”). You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or charge becomes payable. Such Fees are exclusive of all applicable taxes in any relevant jurisdiction and you shall be responsible for the payment of all such validly levied taxes, specifically excluding all and any taxes accruing on the basis of MEDQOR’s income which shall remain the responsibility of MEDQOR. You acknowledge that all Fees due hereunder are payable in advance and that any delay or failure on your part to pay the agreed Fees by the due date for payment shall enable MEDQOR, without further notice, to suspend the Services or terminate this Agreement in accordance with its terms.
15. Passwords and Other Security IssuesIf we issue you a password, you agree to help protect your information by guarding that password, and by changing it as soon as possible if you believe its security has been compromised. If MEDQOR allows you to choose a username and you select, in MEDQOR’s sole discretion, one that is obscene, indecent, abusive or which is otherwise objectionable, MEDQOR has the right, without prior notice to you, to automatically change your username, delete your Customer Data under it, deny you access to the Services, or any combination of these options. You may not transfer your registration, password or user name to another person or share it with anyone. We will not be responsible for any loss or damage that may result if you fail to comply with these requirements. If you believe your information has been used without your authorization, you agree to notify MEDQOR immediately.
17. TermSome access to the Services is provided on a trial or free basis for a time period provided as part of the plan described in the description of the Services (“Trial Period”). Upon completion of the Trial Period (when applicable), the Services are provided and paid for by the Customer on either a plan basis provided as part of the plan described in the description of the Services (“Plan Period”). For example, the Plan Period may be monthly, annual, or longer as provided for on the website when you initiate the Services. The Plan Period forms the basis for the term. This Agreement is effective as of the Effective Date and shall continue in effect for the Plan Period (the “Initial Term”), unless terminated earlier as provided herein. After the Initial Term and unless terminated earlier, this Agreement shall automatically renew for additional Plan Period(s) (each, a “Renewal Term”). For example, a monthly subscription would have an Initial Term of one month and a Renewal Term of one month, whereas a yearly subscription would have an Initial Term of one year and a Renewal Term of one year. The Initial Term and any Renewal Terms hereunder shall be collectively referred to as the “Term.” Either Party may terminate this Agreement by providing written notice to the other Party no earlier than 90 days after the effective date and no later than thirty (30) days prior to the start of a Renewal Term, whereupon this Agreement shall terminate at the end of the Initial Term or Renewal Term, as applicable, in effect at the time of such notice.
18. Service Deactivation or TerminationWe have the right, but not the obligation, to take any of the following actions in our sole discretion at any time and for any reason without giving you any prior notice:
- Restrict, suspend or terminate your access to all or any part of our Services;
- Refuse, move or remove for any reason any material that you submit on or through the Services;
- Refuse, move, or remove any content that is available on or through the Services;
- Deactivate or delete your accounts and all related information and files in your account; and/or
- Establish general practices and limits concerning use of the Services.
- breaches or violations of the TOS or other incorporated agreements or guidelines,
- requests by law enforcement or other government agencies,
- a request by you,
- discontinuance or material modification to the Services (or any part thereof), and
- unexpected technical or security issues or problems.