TERMS AND CONDITIONS OF USE AGREEMENT
This Terms of and Conditions of Use Agreement (“Agreement”) is entered into among Global One Ventures LLC, a California limited liability company (the “Company”) and you the user (the “User”) and governs your use of the Website located at [www.SurgeryOne.com] (“Website”). References in this Agreement to “we,” “us” or “our” mean the Company and references to “you” mean the User.
This Agreement is a binding agreement between you and the Company, who agree as follow:
No Medical Advice, Diagnosis, or Treatment
THE WEBSITE DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.
The text, images, videos, information and other material provided on the Website is for informational purposes only and is not a substitute for medical advice, diagnosis or treatment. The Company assumes no responsibility for how the information and material contained on the Website is used. The Website contains general information and does not take into account your particular health status. You should not consider the information to be complete, nor should you rely on it to suggest a course of treatment for you or any particular individual. Do not use the information contained on this Website for diagnosing or treating a health problem or disease, or prescribing any medication. You should always consult your own physician and medical advisors. Consult your physician or other health care professional if you have or suspect that you have a medical problem. If you think you may have a medical emergency, call your physician or 911 immediately. You should never disregard medical advice or delay in seeking it because of something you have read on the Website. Because medical information changes rapidly, some information on the Website may be out of date.
THE COMPANY IS NOT LICENSED BY THE STATE OF CALIFORNIA AS PHYSICIAN, SURGEON OR HEALING ARTS PRACTITIONER. The Website provides information and acts as a venue to allow you to submit contact information to the Company to request that the Company or a specific physician associated with the Website (each, a “Physician”), Physician’s office or other service provider affiliated with the Company (together with the Physicians, the “Affiliates” and each individually, an “Affiliate”) contact you to provide you with additional information (each, an “RFI”) or to view prerecorded videos that provide you with general information, but which do not take into account a your health status or any particular injury or ailment you may have. We are not involved in the actual transaction between any User and any Physician. We do not guarantee that any of the Affiliates to whom we forward your information will contact you. You understand and acknowledge that the Company (i) does not make decisions in connection with the RFIs; (ii) does not endorse, warrant, or guarantee the products or services of any Affiliate; (iii) is not a party to any agreement that you may make with an Affiliate, and that the Affiliate is solely responsible for its services to you; and (iv) is not acting as your agent and is not recommending any particular medical service, product or Affiliate to you. You agree to provide accurate and complete information to the Affiliates. You agree that the Company shall not be liable for any damages or costs of any type which arise out of or in connection with your use of an Affiliate’s products or services. If wish to engage or consult with any Affiliate, you should first independently confirm the Affiliate’s licenses, certifications, experience and expertise.
By submitting your RFI, you are consenting to be contacted by the Company or one or more Affiliates by telephone, email, mail, or other methods of electronic communication based on the information you have provided to us, even if you have opted into the National Do Not Call List administered by the Federal Trade Commission or any state equivalent Do Not Call List. You understand that the Affiliates may maintain the information you submitted to the Website whether you elect to use their services or not. In the event you no longer want to receive communications from an Affiliate, you agree to notify the Affiliate directly.
Term and Termination
This Agreement is automatically renewed each time you access the Website and/or use our services. This Agreement may be terminated by the Company, effective immediately in the event of a breach by you of any of the provisions set forth in this Agreement, as determined by the Company in its sole and absolute discretion. Termination shall be without prejudice to any other right or remedy to which we may be entitled under this Agreement or at law. You hereby acknowledge that if we, in our sole discretion, determine you to be in breach of this Agreement, or upon any other termination of this Agreement, we may restrict, suspend, or terminate your access to all or any part of the Website, with or without notice.
We do not charge Users to access the public portions of our Website. Accordingly, we grant each User a limited, revocable, non-exclusive license to access the Website in order to view the Website and make legitimate inquiries to us regarding our services, all in accordance with this Agreement. Any other use of the Website is expressly prohibited. This limited license does not include any right of collection, aggregation, copying, duplication, display or derivative use of the Website nor any right of use of data mining, robots, spiders or similar data gathering and extraction tools without our prior written permission; provided, however, that a limited exception from the foregoing exclusion is provided to general purpose internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Website.
Use of the Website and Service
You represent and warrant that: (i) you are at least eighteen (18) years of age; and (ii) your use of the Website is subject to all applicable federal, state, and local laws and regulations. Further, you agree that all information you have submitted to the Company, online or otherwise, is accurate and complete, and that you have not knowingly submitted false information on or through the Website.
You are solely responsible for any content, communications, discussions, chats, postings, transmissions, messages, comments, or profiles, including any information about your health concerns, personal health histories or other health related information (collectively, “Content”) that you communicate, transmit, publish or display (hereinafter, “post”) on the Website. Any Content you post will be treated as non-confidential and non-proprietary by the Company. You understand and agree that the Company may review and delete any Content that in the sole judgment of the Company violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of the Company or any User of the Website.
You agree that you will not (i) submit, transmit or facilitate the distribution of information or content that is harmful, abusive, racially or ethnically offensive, vulgar, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, or in a reasonable person’s view, objectionable; (ii) use the Website for any unauthorized use including but not limited to chain letters, junk mail, “spamming,” telephone solicitations in violation of any state or federal Do-Not-Call registry, or as a basis for any use or distribution lists to any person who has not given specific permission to be included in such a process; (iii) submit, transmit, promote or distribute information or content that is illegal; (iv) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Website; (v) upload invalid data, viruses, worms, or other software agents through the Website; (vi) use any robot, spider, scraper or other system to access the Website for any purpose without our express written permission; (vii) impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity; (viii) submit, upload, post, email, transmit or otherwise make available any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (ix) interfere with the proper working of the Website; or, (x) bypass the measures we may use to prevent or restrict access to the Website. The Company reserves the right to terminate User’s access to the Website immediately and without notice, if it becomes aware and determines, in its sole discretion, that User is violating any of the foregoing guidelines.
Accuracy of Information
The content, organization, graphics, design, compilation, and other matters related to the Website are protected under applicable U.S. and international copyright, trademark and intellectual property laws. “Global One Ventures,” “San Diego Joint Replacement Network”, "The Surgery Center Experience" and our logos and other marks are either trademarks or registered trademarks of the Company (“Trademarks”). We exclusively own all worldwide right, title and interest in and to all the Trademarks, documentation, software, contents, graphics, designs, data, computer codes, ideas, know-how, “look and feel,” compilations, magnetic translations, digital conversions and other materials included within the Website and related to the Website, and all modifications and derivative works thereof, and all intellectual property rights related thereto (“Intellectual Property”). The posting of information or materials on the Website by us does not constitute a waiver of any rights in any Intellectual Property or such information and materials. You shall not challenge, contest or otherwise impair the Company’s ownership of the Website and the content therein or the validity or enforceability of the Company’s rights in the Intellectual Property. We reserve the right in our sole discretion to edit or delete any information or other content appearing on the Website at any time without notice. Nothing contained in this Agreement shall be construed by implication, estoppel or otherwise as granting to the User an ownership interest in the Intellectual Property or any copyright, trademark, patent or other intellectual property right of the Company or any third party. None of the material on our Website may be downloaded, distributed, reproduced, republished, posted, transmitted or copied in any form or by any means, without the prior written permission of the Company, which permission may be withheld in our sole and absolute discretion.
If you use the Website from outside of the United States, your connection will be through and to servers located in the United States and all information you provide will be processed and maintained in our web servers and internal systems located within the United States. By using the Website, you authorize the export of personal information to the United States and its storage and use as specified above when you provide such information to us.
THE WEBSITE AND ALL CONTENT, MATERIALS AND PRODUCTS CONTAINED IN THE WEBSITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND NON-INFRINGEMENT. YOU HEREBY ACKNOWLEDGE THAT THE COMPANY IS NOT LICENSED AS A PHYSICIAN, SURGEON OR HEALING ARTS PRACTITIONER, HAS NO INVOLVEMENT IN OR WITH THE MEDICAL SERVICES, TESTS, PRODUCTS, PROCEDURES, OR PHYSICIANS FEATURED ON THE WEBSITE, AND IS NOT PROVIDING MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. IN ADDITION, THE COMPANY DISCLAIMS (i) ANY ENDORSEMENT OF OR LIABILITY FOR CONTENT AND HYPERLINKS OR ANY SERVICES PROVIDED BY AFFILIATES THROUGH THE WEBSITE; (ii) ANY LIABILITY FOR INACCURACY, INCOMPLETENESS OR TIMELINESS OF THE CONTENT ON THE WEBSITE; (iii) ANY LIABILITY FOR THE TRANSMISSION OF VIRUSES OR THE OCCURRENCE OF DATA CORRUPTION; AND (iv) ANY LIABILITY FOR OTHER DAMAGES THAT MAY RESULT FROM THE TRANSMISSION, USE OR INABILITY TO USE THE WEBSITE OR CIRCUMSTANCES OVER WHICH THE COMPANY HAS NO PRACTICAL CONTROL. YOU UNDERSTAND AND AGREE THAT THE OPERATION OF THE WEBSITE MAY INVOLVE BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF THE WEBSITE OR USE OF ANY INFORMATION, PRODUCTS OR SERVICES ACCESSED THROUGH THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE BY THE COMPANY OF ANY KIND.
THE COMPANY IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY INFORMATION POSTED BY ANY THIRD PARTY ON THE WEBSITE, INCLUDING BUT NOT LIMITED TO ANY LINKED SITES OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES.
Limitation of Liability
THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR NOT, THAT ARE IN ANY WAY RELATED TO THIS AGREEMENT, ANY VIRUSES AFFECTING THIS WEBSITE, THE USE OR INABILITY TO USE THIS WEBSITE, THE RESULTS GENERATED FROM THE USE OF THIS WEBSITE, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS, HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT YOU PAID, IF ANY, TO THE COMPANY IN THE SIX (6) MONTHS PRIOR TO THE EVENTS GIVING RISE TO YOUR CLAIM.
You will indemnify, defend and hold us, our subsidiaries, parents, affiliates, officers, directors, managers, members, legal representatives, agents, and other partners and employees, harmless from loss, liability, costs, damages or expenses from any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all claims, liabilities, judgments, losses, damages, costs, charges, attorney’s fees, and other expenses of every nature and character by reason of (a) your use of the Website; (b) your breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement; and (c) your use of the services of any Affiliate.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. Subject to the arbitration provision below, any legal actions related to this Agreement and/or the Website, or your use thereof, shall be brought and conducted in San Diego County, California, and each User hereby consents to such jurisdiction and authorizes and accepts service of process sufficient for personal jurisdiction in any action against him as contemplated by this section. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach or termination hereof shall be settled by binding arbitration conducted by JAMS/Endispute (“JAMS”) in accordance with JAMS Comprehensive Arbitration Rules and Procedures (“Rules”). The arbitration shall be heard by one arbitrator to be selected in accordance with the Rules, in San Diego County, California. Judgment upon any award rendered may be entered in any court having jurisdiction thereof. Within seven (7) calendar days after appointment, the arbitrator shall set the hearing date, which shall be within ninety (90) calendar days after the filing date of the demand for arbitration unless a dater date is required for good cause shown and shall order a mutual exchange of what he/she determines to be relevant documents and the dates thereafter for the taking of up to a maximum of five (5) depositions by each party to last no more than two (2) business days in aggregate for each party. All parties waive the right, if any, to obtain any award for exemplary or punitive damages or any other amount for the purpose or imposing a penalty from the other in any arbitration or judicial proceeding or other adjudication arising out of or with respect to this Agreement, or any breach hereof, including any claim that said Agreement, or any part hereof, is invalid, illegal or otherwise voidable or void. In addition to all other relief, the arbitrator shall have the power to award reasonable attorneys’ fees to the prevailing party. The arbitrator shall make his or her award no later than seven (7) calendar days after the close of evidence or the submission of final briefs, whichever occurs later.
If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor the right to enforce such provision.
If you have any questions regarding this Agreement, please contact us: email@example.com or you can reach us by telephone at 760-494-9208.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CONTINUING TO USE THE WEBSITE. BY CLICKING ON THE “YES, I ACCEPT” BUTTON, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “YES, I ACCEPT” BUTTON AND DISCONTINUE YOUR USE OF THE WEBSITE.
EFFECTIVE DATE: [April 15, 2010]