The following terms and conditions are incorporated by reference in the iHealthSpot Interactive website design, hosting service, medical library licensing agreements, marketing services and iHealthSpot Interactive Provider Plus Agreements (“agreement”) entered into by iHealthSpot Interactive and client under which iHealthSpot Interactive shall provide client with its MD Presence™ website solution (“website”) and website hosting, medical library license, and other licenses and marketing service elements (“service” or “services”).
Terms of Service
- iHealthSpot Interactive reserves the right to modify the service and terms and conditions by providing client with thirty (30) days’ written notice or to discontinue the service by providing client with ninety (90) days’ written notice.
- Client’s website shall reside in a shared server environment. iHealthSpot Interactive reserves the right at its sole discretion to suspend service in the event that the volume of website traffic generated through client’s website negatively impacts other websites hosted by iHealthSpot Interactive. In such event, iHealthSpot Interactive shall promptly contact client in order to determine the cause and discuss a more suitable platform, if necessary, for hosting client’s website.
- Client is responsible for providing and maintaining its internal computer equipment and access to the internet.
- Use Limitations
- The agreement does not convey to client any interest, title, or license in a user ID, email address, or URL within the iHealthSpot.com domain or the domain of an iHealthSpot Interactive affiliate, or any iHealthSpot Interactive domain name or IP address used by client in connection with the service.
- Client agrees to adhere to iHealthSpot Interactive’s Acceptable Use Policy, incorporated by reference in the agreement and published on iHealthSpot Interactive’s website, www.iHealthSpot.com. iHealthSpot Interactive’s services may not be used in any way which violates federal, state, local, or international law. In the event of a violation, iHealthSpot Interactive reserves the right to immediately suspend or terminate services.
- Client agrees to use the service including the use of forms only for client’s own practice.
2. Analytic Reports: If client wishes to make use of its own analytic account to measure monthly traffic to the website, client agrees to provide iHealthSpot Interactive with access to client’s account.'
3. Continuity of Service: Client understands and agrees that temporary interruptions including periodic maintenance may occur as normal events, and that iHealthSpot Interactive has no control over third-party networks and upstream service providers, or interruption of network transmissions. Website will have at least 99.4% uptime, as measured monthly, excluding maintenance. In the event that website is available less than 99.4% of the time in a month, client shall receive a pro rata credit for lost time in that month.
Limitation of Liability
- iHealthSpot Interactive will make reasonable efforts to provide continuous, uninterrupted, expedient, and error-free service to client. iHealthSpot Interactive warrants that it will perform its services with professional thoroughness and competence. No other warranty or representation, whether express or implied, is created by this agreement. Under no circumstances shall iHealthSpot Interactive be liable to client or any other party for any special, incidental, consequential, or punitive damages, including loss of profits or income, or cost of replacement service. iHealthSpot Interactive’s sole liability, and client’s sole remedy shall be limited to (i) having iHealthSpot Interactive bear the reasonable cost of redoing any website that does not meet the above warranty, or (ii) an amount equal to the amounts paid by client for service during the period which service is affected for damages caused by extraordinary and unreasonable interruptions of service, or mistakes, omissions, delays, errors, defects, deletion of files or email, or loss of or damage to data in the provision of the service. CLIENT HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT IHEALTHSPOT IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
- Through client’s use of the service, including through the use of forms and email, client may engage in transactions with other parties. Client acknowledges that all transactions resulting from use of the service are agreed to solely between client and the other parties. IHEALTHSPOT MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH, OR IN CONNECTION WITH THE SERVICE, AND CLIENT UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT CLIENTS OWN RISK. Client is solely responsible for completion of transactions and collecting payments, including taxes, and for security and storage of any transaction records.
- Client is solely responsible for all copy, images, and content that client loads onto client’s website.
By selecting the appropriate website hosting package, iHealthSpot Interactive grants client for the term of this agreement a nonexclusive, nontransferable license to display and use iHealthSpot Interactive’s medical library, including written content, written articles, illustrations, animations, and video (“medical library”) pursuant to the following terms and conditions:
- Medical library is the registered copyright of iHealthSpot Interactive and iHealthSpot Interactive retains all right, title, and interest in the medical library. Client only has a license to display and use the medical library and may not copy or use medical library separately from the website except as a printed handout for client’s patients.
- Medical library may not be shared, resold, sublicensed, or included in any product designed for resale.
- Client understands and agrees that the medical library is to be used only to educate consumers on various health conditions. Medical library is not to be used by client or anyone else in client’s service to provide or instruct on medical diagnosis or treatment.
- Medical library may not be complete or current. It does not cover all diseases, physical conditions, ailments or treatments. The medical library should not be relied upon to determine diagnosis or course of treatment and should not be used in place of an individual consultation, examination, visit, or call with a physician or other qualified health care provider. By providing the medical library, neither iHealthSpot Interactive nor those who write and review the medical library are directly or indirectly practicing medicine or dispensing medical services through client’s website.
- Client may use the medical library only during the term of this agreement. Upon termination of this agreement client's license shall cease and client shall discontinue all use of the medical library.
- iHealthSpot Interactive warrants that it has full power and authority to grant the rights granted by this agreement to client and that no consent of any other person or entity is required by iHealthSpot Interactive to grant such rights other than consents that have been obtained and are in effect.
- iHealthSpot Interactive does not guarantee the ability to aggregate reviews from any particular review site in the event that a review site changes its terms. In such event, iHealthSpot Interactive will not be required to provide client with notice to modify the service.
- By engaging iHealthSpot Interactive, client authorizes iHealthSpot Interactive to claim listings in review sites on client’s behalf, to aggregate client online reviews and to take appropriate action to manage client’s reviews or ratings, including the promotion of favorable reviews over negative reviews.
- iHealthSpot Interactive reserves the right to charge client for the cost of changes to the structure, appearance, or information content of client data required as a result of interface, display, or requirement changes introduced by the review site or updates to client data on review sites required as a result of changes to client’s profile. Such charges will be agreed upon with client prior to implementation.
If client exceeds forms limits of 150 stored results and 100 form submissions per form per month, client shall be notified in order to resolve the overage. iHealthSpot Interactive reserves the right to delete forms older than three (3) months in order to maintain client’s stored forms below the limit. Unresolved overages are subject to overage fees of $0.10 (ten cents) per extra stored result or form submission per month of overage.
Licenses and Proprietary Rights
- iHealthSpot Interactive Intellectual Property: iHealthSpot Interactive shall retain all right, title, and interest, including copyright and other proprietary or intellectual property rights, in the service, medical library, and all legally protectable elements, derivative works, modifications, and enhancements thereto.
- Proprietary and Third-Party Applications: In the event that the website or service contains proprietary or third-party owned applications, rights of ownership to such applications remain the property of their respective owners.
- Client agrees to indemnify and hold iHealthSpot Interactive and its employees, contractors, principals, contributors, and affiliates harmless from all third-party claims, losses, liens, expenses, suits, and attorneys' fees ("liabilities") of any kind, including for injuries to or death of any person that may in any way arise out of or result from or in connection with client’s use of the services or use of the service by client that constitutes a violation of iHealthSpot Interactive’s Acceptable Use Policy.
- Client represents and guarantees that client content provided to iHealthSpot Interactive for inclusion on the website is owned by client, or that client has permission from the rightful owner to use such client content, and agrees to indemnify and hold iHealthSpot Interactive and its affiliates harmless from liabilities arising from infringement of copyright, trademark, or other proprietary right(s) held by any third party with respect to client content.
- iHealthSpot Interactive shall indemnify, defend, and hold client harmless from liabilities to the extent caused by (i) active negligence or willful misconduct of iHealthSpot Interactive or (ii) infringement or misappropriation by the services or any materials created by iHealthSpot Interactive hereunder of any patent, copyright, trademark, trade secret, or other proprietary right(s) held by any third party. Client shall have the right to participate, at its own expense, in iHealthSpot Interactive’s defense of any claim affecting iHealthSpot Interactive’s obligation to indemnify client.
Neither iHealthSpot Interactive nor client shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including without limitation: fire, hurricane, flood, lightning, explosion, power surge or failure, civil commotion, act of God, war, governmental restriction, or labor unrest. iHealthSpot Interactive agrees to abate service fees if delay or failure in performance exceeds ten (10) days.
Notices in connection with this agreement shall be served on the party to whom directed as follows:
This agreement shall be construed in accordance with the laws of the state of Florida.