TERMS OF USE Business

Effective: October 01, 2008

Welcome to PatientPlus.com, an online bookings and social utility website that connects your health care practice with your patients and with other health care professionals. The PatientPlus service and network (collectively, "PatientPlus" or "the Service") are operated by Cervana LLC. and its corporate affiliates (collectively, "us", "we" or "the Company"). By accessing or using our web site at www.patientplus.com or the mobile version thereof (together the "Site"), you (the "User") signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"), whether or not you are a registered member of PatientPlus. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the revised Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use on behalf of you and your company including that you consent to the information practices disclosed in our Privacy Policy, and that you consent to resolve in the State of New York any dispute that you may have with us, or the Site. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes. Please note that we offer the Site "AS IS" and without warranties.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

1. About the Site

Everything we offer on the Site is referred to in these Terms of Use collectively as the 'Services." Some of what's on the Site is viewable without registering with us, but to actively participate or store your information, you must register as a member and authorize the use and disclosure of your personal and health information. PatientPlus is a permission based system and no personal health information is shared without direct authorization by the patient or healthcare provider.

2. Registration

As part of the registration process, you will provide an e-mail address and create a password. In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

To become a member and access the area on this Site reserved for members (the 'Member Area'), PatientPlus requires that you are either (a) a diagnosed patient of a member health care professional, (b) a caregiver for a patient of a member health care professional, (c) a health care professional (e.g. doctor, nurse, health researcher, etc.), or (d) a guest making a booking with a health care professional as authorized by PatientPlus (e) a guess or member guest as authorized by PatientPlus.

3. Your Personal Information

In order to register, you must provide certain personal and professional information about yourself and your practice. The PatientPlus Privacy Policy explains the information practices that apply to this and other personal information we have about you, as well as any choices you can make about the ways this information is used. Please review it carefully.

4. Your Responsibilities

You are responsible for all use of the Site and for all use of your account and password, including use by others to whom you have given your account and password. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. You may notify at privacy@patientplus.com if your password has been hacked, stolen or lost. You may use the Site and the Services for lawful purposes only. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not (and you agree not to allow any third party to) without explicit written permission from the Company:
-modify, adapt, translate, or reverse engineer any portion of the Site and/or the Services;
-remove any copyright, trademark or other proprietary rights notices contained in or on the Site and/or the Services or in or on any content or other material obtained via the Site and/or the Services;
-use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site and/or the Services;
-access, retrieve or index any portion of the Site and/or the Services for purposes of constructing or populating a searchable database of reviews related to the health care industry or medical physicians, or any other subject matter;
-reformat or frame any portion of the web pages that are part of the Site and/or the Services;
-create user accounts by automated means or under false or fraudulent pretenses;

- post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation, commercial or otherwise; or
-collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

In addition to our rights under Section 16, we may take any legal action and implement any technical remedies to prevent the violation of this provision and to enforce these Terms of Use.

Even though the Services are provided free of charge, the usual and customary charges for any medical services rendered by collaborating physicians profiled on the Site will apply and will be entirely your responsibility. Your participation, correspondence or business dealings with any third party found on or through the Site and the Services (including, without limitation, health care professionals, medical centers, hospitals or other health care institutions, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that PatientPlus shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

5. Changes and or Failure of Services

We may from time to time add new services to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Information about the new services will be included on the Site, and the use by users of new services will be governed by these Terms of Use. You agree that PatientPlus will not be liable to you or any third party for any suspension or discontinuation of any of the Services. The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. PatientPlus assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. PatientPlus is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Services.

6. Links to Other Sites

The Site may include links to other websites, including links provided as automated search results and links to advertisers' websites. Some of these sites may contain materials that are objectionable, unlawful, or inaccurate. These links are provided for your convenience only and do not mean that we endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other sites.

7. Additional Terms

Certain of the Services on the Site may have additional terms (such as policies, guidelines, and rules) that will further govern your use of that particular Service and supplement these Terms of Use. If you choose to register for or access any such Services, you will be presented with any relevant additional terms and conditions at that time. By using those Services, you agree to comply with such additional guidelines and rules.

8. No Spam

You may not use contact information provided by our users or collaborating physicians, or harvest such information for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications such as SPAM. You may not allow others to use your account to violate the terms of this section. We may terminate your membership or access to the Site immediately and take other legal action if you or anyone using your account and password violates these provisions.

9. Content You Post or Submit

With the PatientPlus profile page you have the ability to post information related to your education, background, practice mission, and any other information you deem relevant to potential new patients or any other persons that wish to see your profile information.

-You are solely responsible for any content and other material that you submit, publish or display on the Site or transmit to other members and/or other users of the Site (hereinafter, "Posted Content").
-You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.
-You may not provide any Posted Content that falsely expresses or implies that such content or material is sponsored or endorsed by PatientPlus.
-You may not provide any Posted Content that is unlawful or that promotes or encourages illegal activity.
-You understand and agree that PatientPlus may review and delete any Posted Content (without notice to you) that in the sole judgment of PatientPlus violates these Terms of Use or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or members of the Site and/or other website users.
-You agree that you will only provide Posted Content that you believe to be true and you will not purposely provide false or misleading information.
-By posting Posted Content on the Site, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, PatientPlus, its contractors, and the users of the Site an irrevocable, perpetual, royalty-free, fully sub-licensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Content and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Content. You acknowledge and agree that PatientPlus has the right under the foregoing license to combine your Posted Content with the Posted Content of other PatientPlus users for purposes of constructing or populating a searchable database of reviews related to the health care industry and health care providers, without compensation to you.
-The following is a partial list of the kind of content and communications that are illegal or prohibited on/through the Site. PatientPlus reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Services and terminating the membership of such violators or blocking your use of the Services and/or the Site. You may not post content that:
-is false or intentionally misleading;
-harasses or advocates harassment of another person;
-involves the transmission of unsolicited mass mailing or "spamming";
-consists of unsolicited advertising, promotional materials or any other form of solicitation, commercial or otherwise;
-violates any applicable local, state, federal or international law;
-violates the intellectual property or other rights of any person;
-is threatening, obscene, defamatory or libelous; or
-is pornographic or sexually explicit in nature.

10. Copyright Dispute Policy

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under the U.S. copyright law. If you believe in good faith that materials hosted by PatientPlus infringe your copyright, you, or your agent may send to Patient Plus a notice requesting that the material be removed or access to it be blocked. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon PatientPlus actual knowledge of facts or circumstances from which infringing material or acts are evident. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send to PatientPlus a counter-notice. All notices and counter notices must meet the then current statutory requirements imposed by the DMCA; for details, see http://www.loc.gov/copyright.

PatientPlus's Copyright Agent for notice of claims of copyright infringement or counter notices can be reached as follows:

PatientPlus
137 Varick St. 2nd. Fl.
New York, NY 10013
Fax: (212) 656-1955
Email to:legal@patientplus.com

We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

11. Your Use of Content

Except for content posted or submitted by you or any other visitors to the Site, all of the content available on or through the Services and/or the Site, including without limitation, text, photographs, graphics and video and audio content, is owned by us and our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain PatientPlus's proprietary information. We give you permission to use the aforementioned content for personal purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not distribute, republish (except as permitted in this paragraph), sell, or exploit any of the content, or exploit the Site in whole or in part, for any commercial gain or purpose whatsoever. Except as is expressly and unambiguously provided herein, PatientPlus and its suppliers do not grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by PatientPlus to you are retained by PatientPlus.

12. Disclaimer of Warranties

WE PROVIDE THE SITE AND THE SERVICES 'AS IS', 'WITH ALL FAULTS' AND 'AS AVAILABLE.' WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL ALWAYS BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING.

13. The Site and the Services Do Not Provide Medical Advice

YOU SHOULD NOT RELY ON THE INFORMATION PROVIDED ON THE SITE AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE. DO NOT USE THE SITE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY CALL 911. YOUR USE OF INFORMATION PROVIDED ON THE SITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES ARE INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.

We do not recommend or endorse any specific physician, medical center, hospital or other health care institution, test, procedure, opinion, or other information that may appear on the Site. If you rely on any of the information provided by the Site (including, without limitation, with respect to any physician, health care provider, medical center, hospital or other health care institution), you do so solely at your own risk.

We have no control over, and cannot guarantee the availability of any physician at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments or any injury resulting therefrom.

14. General Limitation of Liability

YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE THE SITE OR THE SERVICES OR (B) $100. IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.'

15. User Disputes

You are solely responsible for your interactions with other PatientPlus users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

16. Termination

We may terminate and/or suspend your registration immediately, without notice, if there has been a violation of these Terms of Use or other policies and terms posted on the Site by you or by someone using your account and password. We may also cancel or suspend your registration for any other reason, including inactivity for an extended period, but will attempt to notify you in advance of such cancellation or suspension. PatientPlus shall not be liable to you or any third party for any termination of your access to the Site and/or the Services. Further, you agree not to attempt to use the Site and/or the Services after any such deletion, deactivation or termination. Sections 12, 13, 14, 15, 16, 17, 18, 19, 20 and 21 shall survive any termination or expiration of these Terms of Use.

17. Indemnification

Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent, other affiliated companies, and suppliers, from all liabilities, claims, demands and expenses, including attorney's fees, made by any third party that arise from or are related to (a) your access to the Site, (b) your use of the Services, or (c) the violation of these Terms of Use by you or any third party using your account and password of any intellectual property or other right of any person or entity. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

18. Entire Agreement

This agreement and any supplemental terms, policies, rules and guidelines posted on the Site, including the Privacy Statement, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of PatientPlus to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

19. Choice of Law and Dispute Resolution

This agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and to be performed entirely within New York, without giving effect to the state's conflicts of law statute. Any controversy, dispute or claim arising out of or related to these Terms of Use or your use of the Services shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State, City and County of New York, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one arbitrator, knowledgeable in the relevant subject matter. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate.

20. Assignment

We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense these Terms of Use to any one else and any attempt to do so in violation of this section shall be null and void.

21. Eligibility

You must be 18 or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to register with us or use the Site and the Services. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Use. If you do not qualify, do not use the Services. Membership in the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. You must be 13 or older to use the site, in compliance with the Children's Online Privacy Protection Act (COPPA). By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use and to abide by all of the terms and conditions set forth herein. The Site is administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the user's own risk and users are responsible for compliance with any local laws applicable to their use of the Services or the Site