ReviewMD Terms and Conditions
- TERMS & CONDITIONS
1.1 Provision of Services. ReviewMD will provide its subscription service through the ReviewMD Customer Experience & Reputation Marketing platform (the “Subscription Service”), and any professional services in relation to the implementation of the Subscription Service (the “Professional Services”; the Subscription Services and Professional Services may hereinafter be generally referred to as the “Services”) in accordance with these Terms and any terms and conditions provided for in a customer agreement, reseller agreement or order form for the Subscription Service (all such documents maybe be referred to as an “Order Form”) or a statement of work for the delivery of Professional Services (“Statement of Work”). Client understands, acknowledges and agrees that onboarding and implementation of the Services may take up to 5 hours over a 4 week period of time. Client’s reasonable and timely participation in the onboarding process is a vital component of delivering the Services and any delays in this process caused by Client will not affect the duration of any agreement and will not provide a basis for non-payment or termination.
1.2 Third Party Sites. To the extent that Client requests or otherwise cause the Subscription Service to be integrated with, or make use of data from, other websites or services (e.g., Facebook, Google+ and Twitter) (“Third Party Sites”), Client agrees that ReviewMD does not have control over the terms of use, privacy policies, operation, intellectual property rights, performance, service levels or content of any Third Party Sites; and ReviewMD disclaims all responsibility and liability for any use of Third Party Sites. The Services incorporate or make the use of certain third party software (“Third Party Software”), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits Client’s rights under, or grants Client rights that supersede, the terms and conditions of any applicable license for such Third Party Software. Such Third Party Software includes but is not limited to the following software and services and by use of the Services, Client agrees to be bound by the terms of said Third Party
Google https://policies.google.com/terms?hl=en-US, Facebook https://www.facebook.com/legal/terms, Twitter https://www.twitter.com/tos,                                                              Instagram https://help.instagram.com/581066165581870 Twilio https://www.twilio.com/legal/tos,
Using Third Parties For Reviews. Client understands that in order for its customers, end users or others to leave a review about its product or services on Google, Facebook, Twitter and similar third party sites, it may be required to have an active, registered account on the relevant third party platform.
1.3 Subscription Service Content. During Client’s use of the Subscription Service, Client may receive data generated by the Subscription Service. Client may display such generated data on Client’s website but may not modify the data or otherwise use it for any other purposes, including without limitation analytics purposes, without ReviewMD’s prior express written approval. For purposes of clarification, data generated by the Subscription Service may include data and content that is owned or licensed by a third party, and Client’s use of such third party data and content is limited further by such third party’s applicable license terms and web site terms of use. ReviewMD hereby disclaims responsibility and/or liability in full for Client’s use of any such third party data and content under these Terms.
1.4 Obligations With Respect to Third Party Sites. When using the Services, Client agrees to adhere to the Terms of Service of all major review sites. This includes but not limited to Google, Facebook, Yelp, and other review sites.
1.5 Client’s Restrictions on Use of Services. Client agrees not to share how ReviewMD collects Patient Reviews or any of the other services to improve the Client’s Google Business Profile with anyone including other Doctors, Friends, Relatives, Consultants, Agents, Affiliates. Employees, Colleagues etc…
- FEES AND PAYMENT
2.1 Fees. Client shall pay ReviewMD the undisputed fees in the currency and as of the date set forth in each Order Form or Statement of Work. Client’s payments under these Terms are due net five (5) days from Client’s receipt of ReviewMD’s invoice unless agreed otherwise by the Parties in the applicable Order Form or Statement of Work. All fees are exclusive of applicable sales, excise, value-added or use taxes. Client will notify ReviewMD of any invoice dispute within thirty (30) days of receipt of invoice, at which time the parties will engage in good faith efforts to resolve the dispute.
Â
2.2 Late Payments. Client’s failure to pay undisputed fees when due constitutes a material breach of these Terms. If payment is not made within five (5) days of when it is due, ReviewMD may, in its sole discretion, choose to do any or all of the following: (i) charge Client a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly; and/or (ii) suspend Client’s access to the Subscription Service and/or the delivery of the Professional Services. ReviewMD’s suspension or resumption of the Subscription Service or Professional Services does not limit or prevent ReviewMD from pursuing all other remedies available.
2.3 Auto Renew. If you have entered into an agreement for Services with ReviewMD, the agreement will auto renew in compliance with applicable law as further set forth herein. Unless otherwise noted in the Order Form or Statement of Work, any agreement for Services will auto renew for the same period of time as the initial term of the agreement unless written notice of non-renewal is provided to ReviewMD at least 30 days prior to the date of renewal.
- PROPRIETARY RIGHTS
3.1 Ownership; License; Retained Rights. ReviewMD owns all right, title, and interest in and to the Subscription Service, including, without limitation, all modifications, improvements, enhancements, integrations, upgrades, derivative works, and feedback related thereto and all intellectual property rights therein (“Rights”), and any and all Rights developed as part of the delivery and receipt of the Professional Services. ReviewMD grants Client a limited, revocable, royalty-free, non-exclusive, non-transferable license to use the Subscription Service, and any deliverables developed pursuant to the delivery of Professional Services hereunder in relation to Client’s use of the Service, for the term of the applicable Order Form or Statement of Work. All rights not expressly granted to Client hereunder are reserved by ReviewMD.
3.2 Restrictions. Unless otherwise permitted in writing by ReviewMD, Client may not, and may not permit any third party to, (i) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Subscription Service; (ii) use, evaluate or view the Subscription Service for the purpose of designing or creating a product or service competitive to ReviewMD’s products or services; and/or (iii) resell or use the Subscription Service in a service bureau.
3.3 Data Collection, Ownership, and Use.
3.3.1 Client Data. During the term of this Agreement or any Order Form or Statement of Work, Client grants ReviewMD a limited, non-exclusive, royalty-free, revocable, world-wide license to use and disclose, as necessary to provide the Subscription Service and Professional Services, all information submitted by Client and Client’s end users in connection with Client’s use of the Subscription Service (e.g., Personal Data, submitted content, product information included in feeds, transaction detail information such as unit prices and cart values, and survey data) (“Client Data”). Client owns all Client Data. Nothing contained herein shall be construed as granting ReviewMD ownership in any Client Data. Client hereby give ReviewMD a non-revocable, worldwide, royalty right to use aggregated or anonymized Client Data for internal evaluation purposes only; ReviewMD will never market or sell Client Data to any third party. Client understands, acknowledges and agrees that ReviewMD may only be able to access its Client Data through managed services (or, “Managed Services”) in order to provide the Services. In order for ReviewMD to perform the Managed Services, Client agrees to provide ReviewMD with login credentials to its GBP. Furthermore, the Managed Services process involves a member of the ReviewMD team logging into the GBP, downloading a report that will include Client Data and then uploading said Client Data to the ReviewMD platform. If being utilized, the Managed Services will be performed weekly as a default although Client can request that the timing be adjusted to as short a time as 48 hours upon reasonable request. All personnel are subject to in-depth, annual privacy and data security training and assessments.
3.3.2 ReviewMD Data. All data generated, stored or collected by ReviewMD technologies which is not Client Data is owned by ReviewMD (“ReviewMD Data”). ReviewMD Data includes, but is not limited to, all review data posted to a ReviewMD microsite. Client shall have a limited, perpetual license to use such ReviewMD Data generated by the Subscription Service, subject to Section 3.3.3 of these Terms.
3.3.3 Third Party Data. Data generated by the Subscription Service may include data and content that is owned or licensed by a third party, and Client’s use of such third party data and content is limited by such third party’s applicable license terms and web site terms of use. ReviewMD hereby disclaims responsibility and/or liability in full for Client’s use of any such third party data and content under this Terms. Such third party data and content will be promptly destroyed, and Client shall otherwise no longer have access to such third party data and content, upon termination of these Terms or termination of the applicable Order Form or Statement of Work.
3.5 Confidential Information. “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects (i) that the disclosing party identifies as confidential or proprietary; or (ii) that reasonably appears to be confidential or proprietary because of legends or other markings, the circumstances of disclosure, or the nature of the information itself (for avoidance of doubt, neither party shall be required to identify information as confidential in order to avail itself of the protections set forth in this Section 3.5). The parties acknowledge that the Subscription Service and Professional Services, the terms of these Terms and any Order Form or Statement of Work, and any other proprietary or confidential information provided to the other party constitute valuable proprietary information and trade secrets of ReviewMD and the Client, respectfully. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its use as permitted and in connection with these Terms, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party will have the right to seek an injunction to prevent any breach or continued breach of this section. The receiving party agrees to promptly report any breaches of this section to the disclosing party. Notwithstanding the foregoing, Confidential Information does not include any information which (i) is now, or becomes, through no act or failure to act on the part of the receiving party, generally known or available to the public without breach of these Terms by the receiving party; (ii) was independently developed, or otherwise acquired, by the receiving party without restriction as to use or disclosure before receiving such information from the disclosing party, as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (iii) is obtained by the receiving party without restriction as to use or disclosure by a third party authorized to make such disclosure.
- WARRANTY; LIMITATIONS OF LIABILITY; INDEMNITY
4.1 ReviewMD Warranty. ReviewMD represents and warrants that (i) it has all right, title, and interest necessary to provide the Subscription Service and Professional Services to Client under the terms set forth in these Terms and each Order Form or Statement of Work; (ii) the Subscription Service will perform materially in accordance with the terms of this Agreement; (iii) the functionality of the Subscription Service will not be materially decreased during the term of this Agreement; (iv) ReviewMD shall use industry standard virus protection designed to prevent any viruses, time bombs or other disabling code from the Subscription Service; and (v) it shall comply with all laws applicable to it in its provision of the Subscription Service. Additionally, ReviewMD shall perform the Professional Services in a professional and workmanlike manner in accordance with applicable industry standards.
4.2 Client’s Warranty. Client represents and warrant that (i) Client have any and all consents and authorizations as may be necessary for the Client to receive the Subscription Service and/or Professional Services; (ii) each of the sites where the Subscription Service is deployed contains a privacy policy that discloses the usage of third-party technology and the data collection and usage resulting from the Subscription Service (it being understood that this clause will not be deemed to require those privacy policies to expressly identify ReviewMD or any Subscription Service, unless otherwise required by law, rule or regulation) and complies with all applicable privacy laws, rules and regulations; (iii) Client’s websites upon which the Subscription Service is deployed do not contain any material which is defamatory, promotes illegal activity, or contains hate speech; and (iv) Client have legally obtained necessary ownership or license rights to any Client Data, including Personal Data, and that Client have any waivers and/or opt-in agreements in place with authorized users and Client customers that are required by applicable law in relation to the communications to be sent to such users and customers by ReviewMD and the Subscription Service under this Terms.
4.3 Warranty Disclaimer. EXCEPT AS SET FORTH HEREIN, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS, IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES OR ANY SUPPORT RELATED THERETO, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE, ACCURACY OF DATA, AND WARRANTIES ARISING FROM A COURSE OF DEALING. REVIEWMD DOES NOT WARRANT, OR OTHERWISE PROMISE, THAT THE USE OF ITS SERVICES WILL INCREASE CLIENT’S RANKING POSITIONS ON GOOGLE OR ANY OTHER SEARCH ENGINE.
4.5 Client’s Indemnity. Client shall indemnify, defend, and hold harmless ReviewMD, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement Terms, from a third party’s claim that arises out of a third party’s claim that Client’s website on which the Subscription Service is provided or any application Client develop infringes any intellectual property rights.
4.6 ReviewMD Indemnity. ReviewMD shall indemnify, defend, and hold harmless Client, Client’s officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees), resulting from any judgment or proceeding, or any settlement Terms, from a third party’s claim that the Subscription Service, as provided by ReviewMD to Client within the scope of this Terms, infringe any intellectual property rights. ReviewMD has no obligation to indemnify Client for a claim of infringement to the extent it arises from: (i) infringing matter supplied or developed solely by Client; (ii) unauthorized modifications or uses of the Subscription Service; or (iii) Client’s acts or omissions not in accordance with the terms of this Agreement. If Client’s use of the Subscription Service is enjoined or is likely to be enjoined due to a third party claim of infringement for which ReviewMD is required to indemnify Client under these Terms then ReviewMD may, at its sole cost and expense and within its sole discretion, do one of the following: (x) procure for Client the right to continue using the Subscription Service; (y) replace or modify the enjoined Subscription Service to make it non-infringing but functionally equivalent; or (z) terminate the enjoined Subscription Service and return any fees paid for enjoined Subscription Service not yet rendered.
4.6.1 The indemnification obligations set forth in this Section 4.6 are ReviewMD’s sole and exclusive obligations with respect to any infringement claims.
4.7 Indemnification Conditions. The indemnification obligations contained in these Terms are conditioned upon: (a) prompt notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed (failure to meet this condition does not exempt the indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s ability to defend the claim); (b) sole control of the defense and settlement by the indemnitor; and (c) reasonable cooperation by the indemnitee in the defense as the indemnitor may request. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend.
4.8 Proportional Liability. Each indemnitor’s liability to pay or reimburse any indemnified claim is limited to the extent of the indemnitor’s proportional contribution. Neither party has any liability to the extent that any losses in conjunction with indemnified claims are attributable to acts or omissions of the other party or its indemnities.
- TERM AND TERMINATION
5.1 Term. These Terms commences on the Effective Date of the first Order Form and shall remain effective as long as any Order Form referring to this Terms remains in effect. Except as specifically set forth to the contrary in these Terms, all payment obligations under any and all Order Forms or Statements of Work are non-cancelable and all payments made are non-refundable.
5.2 Termination for Breach. In addition to any other remedies it may have, if either party breaches any of the material terms or conditions of these Terms and fails to cure such breach within thirty (30) days after written notice from the non-breaching party, the non-breaching party may terminate these Terms or a specific Order Form or Statement of Work upon written notice. Upon termination of these Terms or a Order Form or Statement of Work due to Client’s material breach, Client will pay for the Subscription Service and Professional Services that have been rendered through the termination date plus all other charges that would have been due under the remaining term of each affected Order Form or Statement of Work. Upon termination of these Terms or an Order Form or Statement of Work due solely to a breach by ReviewMD, ReviewMD shall refund a pro rata portion of any fees paid for services not yet rendered as of the date of termination.
- REVIEWMD PAYMENTS
Stripe Terms of Service: Client agrees to be bound by Stripe Terms of Service located at:Â https://stripe.com/ssa. The Stripe Terms of Service may be modified periodically by Stripe in its sole discretion.
No PCI DSS Liability: Client understands, acknowledges and agrees that all payment transactions processed through ReviewMD Payments are done through a third party payment processor which is Level 1 PCI DSS compliant. Since ReviewMD does not store any payment card information, it is not subject to PCI DSS and, as a result, ReviewMD shall be released from any and all liability or claims related to or arising out of PCI DSS.
No Refunds of Payment Fees; Client Liability to Its Customers for Refunds: ReviewMD will not refund any Payment Fees upon a refund, chargeback or other reversal of a transaction. The amount of the refund transaction will be sent to Client’s customer directly but Client shall remain liable to ReviewMD for the Payment Fees which ReviewMD will deduct from Client’s payment account for the original transaction. Client agrees to indemnify ReviewMD against any claims related to or arising out of any claims by Client’s customer related to the amount of any refund, chargeback or similar issue. In the event Client’s payment account does not contain the funds required to process the refund or cover the Payment Fees, Client gives ReviewMD the right to debit Client’s bank account directly to cover the shortfall.
Right to Cancel or Adjust Pricing: ReviewMD reserves the right to terminate Client’s access to and use of Payments if ReviewMD, in its sole discretion, determines that Client pose too great of a risk to continue using the Payments service. In addition, ReviewMD reserves the right to modify the Payment Fees, upon written notice (for which an email will suffice), in its sole discretion, if ReviewMD determines that different Payment Fees are required to cover the risk posed by Client’s use of the Payments service.
Hardware/Terminals: Client may be provided with hardware (ie, a “terminal”) to assist with point of sale purchases using the Payments service. Client will at all times be responsible for maintaining the terminal and will, upon termination of the Payments service or upon reasonable request from ReviewMD, return all terminals in good condition and good working order.
Disputes: For disputed transactions (including allegedly fraudulent transactions), Client is responsible for providing evidence of the relevant transaction(s), through the tools provided by ReviewMD. ReviewMD is not responsible for providing the evidence, nor is it or will it be liable to Client for lost disputes or any and all losses or damages arising out of or related to a lost dispute.
- MISCELLANEOUS
7.1 Independent Contractors. In performing under these Terms, each party is acting as independent contractor, and in no way are the parties to be construed as partners, joint ventures, or agents of one another in any respect.
7.2 Subcontractors. If ReviewMD subcontracts any portion of the Professional Services to a third party, ReviewMD (i) shall require such subcontractor to comply with the material terms and conditions of these Terms and (ii) remains responsible for any acts or omissions of its subcontractors as if such acts or omissions were performed by ReviewMD.
7.3 Export. Client may not export or give any knowledge included within the Subscription Service, either directly or indirectly, without receiving ReviewMD’s written consent.
7.4 Travel & Expense Reimbursement. Each applicable Order Form or Statement of Work will set forth any reasonable and necessary travel expenses that will need to be incurred in performance of the Professional Services under these Terms.
7.5 Entire Understanding; Order of Precedence. These Terms represent the parties’ entire understanding relating to the Subscription Services and Professional Services, and supersedes any prior or contemporaneous, conflicting or additional, communications. Any conflict between these Terms, any addendum or attachment and any Order Form or Statement of Work shall be resolved in favor of the Order Form or Statement of Work followed by the addendum or attachment over the Terms. These Terms or an Order Form may be executed by electronic signature. Except as otherwise provided in an Order Form or Statement of Work or other agreement of the parties, these Terms may only be amended by a duly executed agreement between the ReviewMD and Client. If any provision of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
7.6 Severability; Waiver. The failure of either party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.
7.7 Survival. All sections of this Terms that by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.