Agordia Terms and Conditions
(Effective April 26, 2019)
BY USING OR ACCESSING THE APPS AND SERVICES AND/OR BY CREATING AND ACCOUNT WITH AGORDIA, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS WHICH CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND AGORDIA. YOU HAVE NO RIGHT TO ACCESS OR USE OUR APPS AND SERVICES UNLESS YOU AGREE TO THESE TERMS. If you accept or agree to these Terms on behalf of an individual or legal entity, you represent and warrant that you have the authority to bind that individual or other legal entity to these Terms and, in such event, “you” and “your” extends beyond you to also refer and apply to that individual or other legal entity.
1. ABOUT THE SITE
Through our Apps and Services, Agordia offers, using our Physician Search feature, information on Physician’s office information, Specialty, Physician Score, Recognitions, Recommendations and Skills. You acknowledge that although some Content is provided by Physicians, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but is provided to assist you in choosing a physician. Content means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Apps and Services.
WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK OR ANY OTHER CONTENT AVAILABLE THROUGH THE APPS AND SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE APPS AND SERVICES.
2. WE DO NOT PROVIDE MEDICAL ADVICE
Agordia is not a referral service and does not recommend or endorse any particular Physician. Rather, Agordia is only an intermediary that provides selected information about Physicians. Neither Agordia or the Physicians that are members of the Apps and Services are dispensing medical advice and do not intend any of this information to be used for self diagnosis or treatment. The Physician Score, Recognitions, Recommendations and Physicians information consists of statements of opinion and not statements of fact or recommendations to utilize the services of any specific Physician. IF YOU HAVE ANY QUESTIONS OR CONCERNS ABOUT YOUR HEALTH AND BEFORE STARTING OR STOPPING ANY TREATMENT OR ACTING UPON INFORMATION CONTAINED ON THE SITE, YOU SHOULD CONTACT YOUR OWN PHYSICIAN OR HEALTH CARE PROVIDER.
You assume all responsibility in connection with choosing any Physician, whether or not you obtained information about such Physician on or through our Apps and Services. Agordia and its licensors, suppliers and affiliates (collectively, the "Affiliates"), and the directors, officers, agents, and representatives of each, assume no (and hereby disclaim all) responsibility or liability of any kind, for any advice, treatment or other services rendered by any Physician, or for any malpractice claims and other claims that may arise directly or indirectly from any such advice, treatment or other services.
3. CHILDREN’S PRIVACY
We are committed to protecting the privacy of children. You should be aware that this Site is not intended or designed to attract children under the age of 13. We do not collect personally identifiable information from any person we actually know is a child under the age of 13.
The access to our Apps and Services is currently provided to You for free. However, we reserve the right to begin charging fees at any time upon notice to You.
5. PRIVACY AND FEEDBACK
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Apps and Services(“Feedback”). You may submit Feedback by email at firstname.lastname@example.org or through our Apps and Services. You acknowledge and agree that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub-licensable (through several tiers) and transferable license under any and all intellectual property rights that you own or control in relation to the Feedback to use, reproduce, view, communicate to the public by any means, print, copy (whether onto hard disk or other media), edit, translate, perform and display (publicly or otherwise), distribute, redistribute, modify, adapt, make, sell, offer to sell, transmit, license, transfer, stream, broadcast, create derivative works from, and otherwise use and exploit the Feedback for any purpose.
6. LICENSE TERMS
Subject to your compliance with these Terms, Agordia grants you a limited, non-exclusive, non-transferable license to access and view our Apps and Services and to copy, download, store and/or print only a single copy of any of our Apps or Services Materials, solely for your non-commercial, personal use and not for resale, disclosure or distribution to anyone else. With respect to any permitted copy of the Apps and Services Materials, you will reproduce and include all copyright, confidentiality and other proprietary notices included in such Apps and Services Materials on any such copy. All rights not expressly granted to you herein are reserved by Agordia; there are no implied licenses under this Agreement. The license granted to you in these Terms is expressly conditioned on your continued compliance with this Terms.
You agree not to engage in any activity that would constitute copyright infringement with respect to the Apps and Service Materials. You acknowledge that Agordia selected, compiled, arranged and adjusted data and information regarding Physicians and the Physician Score, Recognitions, Recommendations and search results are original compilations (as defined by the 1976 Copyright Act, 17 U.S.C. § 101) containing material wholly and exclusively original to Agordia.
You may not reproduce, create derivative works of, distribute, publicly perform or publicly display the Apps and Services Materials or any portion thereof without Agordias' prior written consent. By way of illustration but not limitation, except as expressly permitted in the Terms or otherwise permitted by us in writing, you may not, directly or indirectly, transmit, download, upload, post, sell, rent, license, transfer, disclose, mirror, frame, reverse engineer, decompile, disassemble, or use any aspect of our Apps and Services Materials in whole or in part, in any form or by any means. Also, except as expressly permitted in these Terms or otherwise permitted by us in writing, you may not, directly or indirectly, use any of the Physician Score, Recognition, Recommendations and search results for any purposes other than your personal, non-commercial evaluation of Physicians, to compile mailing lists or other lists of Physicians for commercial purposes, to establish independent data files or compendiums of statistical information or in violation of any applicable laws or regulations. Additionally, you may not use any metatags or any other "hidden text" utilizing the name "Agordia" without our prior written permission.
Please note that Agordia, in its sole discretion, may change this Terms from time to time and your continued access, use or browsing of our Apps and Services after any such change takes effect will be deemed to constitute your acceptance of an agreement to the changed Terms.
7. GENERAL PROHIBITIONS
You agree that you will not:
· take, post, upload, publish, transmit, or otherwise make use of any screenshots, screen captures, reproductions, drawings, photos, videos, downloads, or data of any of the cases, comments, or contributions to Agordia or any type of Content;
· post, upload, publish, submit or transmit any type of Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading, or deceptive; (iv) is defamatory, obscene, pornographic, vulgar, or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
· use, display, mirror or frame the Website or Apps, or any individual element within the Apps and Services, Agordia or Agordia’s names, any Agordia trademark, logo, or other proprietary information, or the layout and design of any page or form contained on a page, without Agordia’s express written consent;
· access, tamper with, or use non-public areas of the Website or Apps, Agordia’s computer systems, or the technical delivery systems of Agordia’s providers;
· attempt to probe, scan, or test the vulnerability of any Agordia system or network or breach any security or authentication measures;
· avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Agordia or any of Agordia’s providers or any other third party (including another user) to protect the Apps and Services;
· attempt to access or search the Apps and Services or download any type of Content from the Apps and Services through the use of any engine, software, tool, agent, device, or mechanism (including scripts, bots, spiders, scrapers, crawlers, data mining tools or the like) other than the software and/or search agents provided by Agordia or other generally available third party web browsers;
· send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters, or other forms of solicitation, from the App or otherwise;
· Use any meta tags or other hidden text or metadata utilizing an Agordia trademark, logo URL, or product name without Agordia’s express written consent;
· Use the Apps and Services for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
· forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Apps and Services or any type of Content to send altered, deceptive, or false source-identifying information;
· attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Apps and Services;
· interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Apps and Services;
· collect or store any personally identifiable information from the Apps and Services from other users of the Apps and Services without their express permission;
· impersonate or misrepresent your affiliation with any person or entity;
· violate any applicable law or regulation, or any other rules of professional conduct; or
· encourage or enable any other individual to do any of the foregoing.
The Apps and Services may contain links to third-party websites or resources, which do not form part of the Apps and Services. You acknowledge and agree that Agordia is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the Content, products, or services on or available from such websites or resources for which such third party is solely responsible. Links to such websites or resources do not imply any endorsement by Agordia of such websites or resources or the Content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products, or services on or available from such websites or resources.
THE APPS AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, AGORDIA EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. AGORDIA MAKES NO WARRANTY THAT THE APPS AND SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. AGORDIA MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR CONTENT PURCHASED OR OBTAINED THROUGH THE APPS AND SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OBTAINED THROUGH THE APPS AND SERVICES.
YOU MAY NOTIFY THE APP VENDOR IN THE EVENT OF ANY FAILURE OF THE APP TO CONFORM TO THE ABOVE-STATED WARRANTY. THE APP VENDOR WILL REFUND THE PURCHASE PRICE OF THE AGORDIA APP TO YOU, BUT THE APP VENDOR WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE AGORDIA APP.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AGORDIA OR THROUGH THE APPS AND SERVICE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APPS AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT WITH AS A RESULT OF YOUR USE OF THE APPS AND SERVICES. YOU UNDERSTAND THAT AGORDIA DOES NOT TAKE RESPONSIBILITY FOR SCREENING OR INQUIRY INTO THE BACKGROUND OF ANY USERS OF THE APPS AND SERVICES, NOR DOES AGORDIA VERIFY OR TAKE RESPONSIBILITY FOR THE STATEMENTS OF USERS OF THE APPS AND SERVICES. AGORDIA MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE APPS AND SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE APPS AND SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE APPS AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPS AND SERVICES, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON.
You agree to defend, indemnify, and hold Agordia, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, proceedings or demands including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the APPS AND SERVICES, or your violation of these Terms.
11. LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE APPS AND SERVICES, AND CONTENT REMAINS WITH YOU. NEITHER AGORDIA NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE APPS AND SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY, DEATH OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE APPS AND SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER USERS OF THE APPS AND SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE APPS AND SERVICES WHETHER BASED ON WARRANTY, CONTRACT, DELICT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AGORDIA HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED IN MEETING ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL AGORDIA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE APPS AND SERVICE EXCEED TEN DOLLARS ($10). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AGORDIA AND YOU.
12. PROPRIETARY RIGHTS NOTICES
All trademarks, service marks, logos, trade names, and any other proprietary designations of Agordia used herein are trademarks or registered trademarks of Agordia. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
13. APPLICABLE LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico. Each of the parties hereto submits to the exclusive jurisdiction of the territory and/or federal courts located within the Commonwealth of Puerto Rico for any suit, hearing or other legal proceeding of every nature, kind and description whatsoever in the event of any dispute or controversy arising hereunder or relating hereto, or in the event any ruling, finding or other legal determination is required or desired hereunder.
14. ENTIRE AGREEMENT
These Terms, together with all documentation and policies referenced herein, constitute the entire and exclusive understanding and agreement between Agordia and you regarding the Apps and Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Agordia and you regarding the Apps and Services.
You may not assign or transfer these Terms, by operation of law or otherwise, without Agordia’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Agordia may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in a written form and given by Agordia: (i) via email (in each case to the address that you provide); or (ii) by posting to the Website; or (iii) via the Apps and Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
17. DISPUTE RESOLUTION
17.1 Law and Forum for Legal Disputes
This Agreement or any claim, cause of action or dispute ("claim") arising out of or related to this Agreement shall be governed by the laws of the Commonwealth of Puerto Rico regardless of your country of origin or where you access Agordia, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Agordia agree that all claims arising out of or related to this Agreement must be resolved exclusively by the territory or federal court located in San Juan, Puerto Rico, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You and Agordia agree to submit to the personal jurisdiction of the courts located within San Juan, Puerto Rico for the purpose of litigating all such claims. Notwithstanding the above, you agree that Agordia shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
17.2 Arbitration Option
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. In the event a party elects’ arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
The failure of Agordia to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Agordia. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not use or otherwise export or re-export the Apps and Services except as authorized by both United States law and the laws of the jurisdiction in which you obtained Agordia. In particular, but without limitation, the Apps and Services may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce's Denied Persons List or Entity List. By using the Apps and Services, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of a nuclear, missile, or chemical or biological weapons.
20. CONTACTING AGORDIA
If you have any questions about these Terms, please contact us at email@example.com