Last Updated: May 25, 2022
ClinicApp LLC (“ClinicApp” or “we” or “us”) owns and operates a web-based platform at ClinicApp (the “Platform”) that allows patients (“Patient Clients”) and industry clients (“Industry Clients”; together with Patient Clients, “Clients”), such as pharmaceutical companies or medical devices companies, to connect with medical doctors (“Doctors” or “you” or “your”) for consultation via the Platform.
These Terms of Service (or “Agreement”) govern the access and use of the Platform by Doctors. Your access and use of the Platform, any part thereof, or anything associated therewith, any products or services provided through the Platform or otherwise by ClinicApp and its suppliers and licensors, and any affiliated website, software or application owned or operated by ClinicApp (collectively, the “Services”) are subject to these Terms of Service unless specifically stated otherwise. By utilizing the Platform, you agree to these Terms of Service and our Privacy Policy for Doctors located at Terms of Service for Physicians which is incorporated into these Terms of Service by this reference.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN INDIVIDUAL OTHER THAN YOURSELF OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH OTHER INDIVIDUAL OR ENTITYTO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO YOU AND SUCH OTHER INDIVIDUAL OR ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OF SERVICE, YOU MUST NOT ACCEPT THIS AGREEMENT AND YOU MAY NOT USE THE SERVICES.
ARBITRATION NOTICE: PLEASE READ THE DISPUTE RESOLUTION PROVISION BELOW BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CLIENT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
AUTO-RENEWAL NOTICE: SOME OF CLINICAPP’S SUBSCRIPTIONS FOR SERVICES ARE AUTO-RENEWING ON A RECURRING BASIS. THIS MEANS THAT WE WILL BILL THE CREDIT CARD THAT YOU PROVIDE TO US UPON YOUR INITIAL PURCHASE AND ON A RECURRING BASIS AT THE BEGINNING OF EACH RENEWAL PERIOD. BY SIGNING UP FOR RECURRING SUBSCRIPTION PLANS, YOU AUTHORIZE RECURRING CHARGES TO YOUR CREDIT CARD. Please see other terms below in Section 4 (“Fees and Payment”) regarding your subscription to the Services, including with regard to terminating your subscription.
ClinicApp reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Service, at any time. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following the posting of changes indicates your agreement to and acceptance of the changes. The date of the last update of the Terms of Service is indicated at the top of these Terms of Service.
We are a technology company that makes available the Services to Doctors that facilitates interactions with Clients. ClinicApp does not provide medical advice and is not intended to be a substitute for the advice, diagnosis or treatment from a physician or other health care professional. You acknowledge that ClinicApp has no control over your schedule, actions and omissions, and ClinicApp shall have no liability for your delays, errors or omissions.
By using the Services, you are establishing a direct customer relationship with ClinicApp to use the Platform to provide healthcare and consultation servicesto Clients. In connection with such relationship, Clients may provide to us, or cause to be provided to us, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy for Doctors. Please refer to Section 2 below for additional information.
Please refer to ClinicApp’s Privacy Policy for Doctors for information on how we collect, use and disclose information from you. Additionally, by using the Services, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that transmissions to or through the Services may be intercepted by others, and users assume the risk of security breaches and all consequences resulting from them. In furtherance of the foregoing, users must safeguard their credentials. Please let us know immediately if you suspect that your credentials have been compromised.
When Clients set up an account with ClinicApp, as part of that relationship, Clients provide information to ClinicApp, including but not limited to, their name, email address, physical address, phone number, payment card information and certain transactional information, that we do not consider to be “protected health information” or “medical information”. However, in using certain components of the Services, Clients may also provide certain health or medical information that may be protected under applicable laws. ClinicApp is not a “covered entity” under the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, ” HIPAA”). Doctors may or may not be a “covered entity” or “business associate” under HIPAA. It is important to note that HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to Clients’ transactions or communications with ClinicApp or the Doctors. To the extent ClinicApp is deemed a “business associate” however, and solely in its role as a business associate, ClinicApp, may be subject to certain provisions of HIPAA with respect to “protected health information,” as defined under HIPAA, that Clients provide to ClinicApp or the Doctors (“PHI”). In addition, any medical or health information that Clients provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policies. Protected Information does not include information that has been de-identified in accordance with applicable laws.
You are responsible for providing to all Clients your Notices of Privacy Practices that accurately describe how you use and disclose Protected Information and obtaining their affirmative consent.
By accessing or using any part of the Services, you are agreeing that even if HIPAA does apply to ClinicApp, any information that Clients submit to ClinicApp through the Services is not considered Protected Information and will only be subject to our Privacy Policies and any applicable laws that govern the privacy and security of such information.
You acknowledge ClinicApp’s Privacy Policy for Clients that describes how we collect, use and disclose information from Clients. You represent, warrant and covenant that you: (i) will use any personal information provided by the Clients solely for the purposes of providingthe requested services and in accordance with all laws, rules and regulations; and (ii) shall take no actionthat would make any statement of ClinicApp in the Privacy Policy for Clients untrue or misleading; and (iii) handle all personal information in a manner consistent with both your Notices of Privacy Practices and our Privacy Policy for Clients, subject to applicable law.
Unless otherwise noted, the Services are the property of ClinicApp and its licensors. Unless otherwise noted, all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained in the Services is owned, controlled or licensed by or to ClinicApp and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights.
Except as expressly provided in these Terms of Service, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without ClinicApp’s express prior written consent.
By subscribing to the Services, you agree to pay the fees for the Services and any applicable taxes.
There are diferent subscription options availableto Doctors for the use of the Platform.You will be presented with the subscription options, the amount of the associated fees and whether the subscription is recurring prior to processing the transaction. Except as expressly set forth herein, all fees are non-cancelable and nonrefundable. Subscription fees are subject to change. If we change our rates, we will provide notice to you in advance of your renewal period and give you an opportunity to cancel.
You may cancel your recurring subscription at any time via by editing your user choices associated with your account profile (i.e., toggling to “off” the selection for auto-renewal).
ClinicApp uses a third party not affiliated with us to process payments. You agree that the third party processor is solely responsible for controlling, handling, processing, or fulfilling purchases processed through its systems. You may be subject to additional terms of use and/or privacy policies of the third party processor when you purchase our Services.
As noted above, fees for some of our subscription plans are auto-renewing on a recurring basis. You hereby authorize recurring charges to the payment card that you provide to us. We will bill your payment card upon your inițial purchase (or at the end of a free trial if applicable) and on a recurring basis at the beginning of your new renewal period. You agreethat ClinicApp will not be responsible for any expenses that you may incur resulting from overdrawing your bank account or exceeding your credit limit as a result of an automatic charge made under these Terms of Service. You are responsible for letting us know immediately if you suspect any unauthorized use of your credit card or login credentials.
From time to time we may offer free trials to, or introductory pricing for, the Services. These offers are available to you only if you have not previously been a subscriber to subscriber content. If you respond to a free trial or introductory pricing offer but do not qualify, we reserve the right to reject your order.
You agree to keep your account and payment information current at all times. To make changes to your payment or account information, please contact us at hello@clinicapp.com or make changes in your account settings.
You acknowledge and agree that any submission, feedback, comments or suggestions you may provide regarding the Services either directly or indirectly (for example, through the use on a third-party social media site of a company-designated hashtag) (collectively, “Submissions”) is non-confidential and non-proprietary, shall betreated as public information, may be shared with others on other sites and platforms and is submitted by you in compliance with these Terms of Service. Submissions that constitute feedback, comments or suggestions will be the sole and exclusive property of ClinicApp and you hereby irrevocably assign to us all of your right, title and interest in and to all such Submissions, and ClinicApp shall have an unrestricted, irrevocable, world-wide, royalty-free right to use, communicate, reproduce, publish, display, distribute and exploit such Submissions in any manner it chooses. With respect to all other Submissions, you hereby grant ClinicApp an irrevocable, worldwide and perpetual license to use such Submissions as contemplated in these Terms of Service.
Your provision of a Submission constitutes a warranty and indemnity that you have sufficient license and/or other rights in the content to allow all desired use by ClinicApp.
By using the Services, you agree to these Terms of Service, our Privacy Policy for Doctors and all applicable laws and regulations.
You represent and warrant that: (a) you are at least 18 years old and of legal age to enter into legal agreements; (b) you are a graduate of an accredited medical school, holding an MD, DO, or equivalent degree; (c) you maintain an unrestricted license to practice medicine in the United States; (d) you will perform your services in a professional and workmanlike manner; and (e) you will provide truthful, accurate and complete information in any forms or other communications you submit to or through the Services, including without limitation, information about your insurance, credentials and certifications.
ClinicApp hereby grants you access to the Services solely for the purpose of scheduling appointments with Clients and providing consulting and healthcare services at the direction of the Clients.
You are responsible for ensuring that your licensed to provide medical care in the state in which the Client is located.
You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Services) to enable use of the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing and using the Services. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Services at any time without prior notice.
In connection with your use of the Services, you agree that you will not:
Any conduct by a user that in our discretion restricts or inhibits any other user from using or enjoying the Services is expressly prohibited. ClinicApp reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of your access and/or account. ClinicApp may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.
ClinicApp reserves the right to monitor general use of the Services at any time as it deems appropriate and to remove any materials that, in our sole discretion, may be illegal, may subject ClinicApp to liability, may violate this Agreement, or are, in the sole discretion of ClinicApp, inconsistent with ClinicApp’s purposes for the Services.
ClinicApp reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services, or any portion of the Services, for any reason; (2) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
We do not permit copyright infringing activities and infringement of intellectual property rights on the Services and will remove any such content if properly notified that such content infringes on another’s intellectual property rights. If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
You can contact our Copyright Agent via email at hello@clinicapp.com with “DMCA Notice” in the subject line.
Upon receipt of such notice, we will investigate and remove material if necessary. You will be notified of the results of such investigation.
The Services may contain links to other independent third-party websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under ClinicApp’s control, and ClinicApp is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites.
We operate social media pages on third party networks and have social media icons on our website. Social media providers are unaffiliated with us, and we are not responsible for the content or privacy practices of social media providers. Social media providers have their own terms of use and privacy policies, and we encourage you to review those policies whenever you visit their websites or interact with their platforms.
You agree to indemnify and hold ClinicApp, its subsidiaries, parent corporation and affiliates, and all of their respective officers, directors, owners, employees, agents, attorneys, licensors, representatives, licensees, and suppliers (collectively, the “ClinicApp Parties”), harmless from any demands, loss, liability, claims or expenses (including attorneys’ fees), made against a ClinicApp Party by any third party due to or arising out of or in connection with (1) your access to or use of the Services; (2) your violation of these Terms of Service or any applicable law, rule or regulation, (3) your violation of any rights of any third party; or (4) any disputes or issues between you and any third party, including a Client.
THE SERVICES AND ALL TOOLS AND CONTENT OFFERED THROUGH THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE.” ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT AND UNDER NO LEGAL THEORY, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, WILL THE CLINICAPP PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF THE CLIENT PARTY(IES) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CLINICAPP PARTIES’ AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, EXCEED $500.
BY USING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE SECTION 1542, THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS.
THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THE FOREGOING PARAGRAPHS APPLY REGARDLESS OF WHETHER THE LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, OR ANY OTHER LEGAL THEORY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so these limitations may not apply to you.
You agree that ClinicApp may, in its sole discretion, without prior notice and to the extent applicable, terminate your access to the Services and/or block your future access to the Services if we determine that you have violated these Terms of Service or other agreements or guidelines which may be associated with your use of the Services. You also agree that any violation by you of these Terms of Service will cause irreparable harm to ClinicApp for which monetary damages would be inadequate, and you consent to ClinicApp obtaining any injunctive or equitable relief that ClinicApp deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies ClinicApp may have at law or in equity.
The provisions of this Agreement concerning Services security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with ClinicApp. Your permission to use the Services automatically terminates if you violate these Terms of Service.
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Florida excluding: (1) its conflicts of law principles; and (2) the United Nations Convention on Contracts for the International Sale of Goods.
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH CLIENT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Binding Arbitration. You agree that to the fullest extent permitted by law all disputes, claims, suits, or controversies arising out of or in any way connected with these Terms of Service and the use of the Services (collectively, “Disputes”), shall be finally settled by binding arbitration administered by the American Arbitration Association (“AAA”) under the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the AAA, as modified by these Terms of Service. There shall be one (or if either party so requests, then by a panel of three arbitrators) appointed in accordance with the Rules, and you waive your rights to have any and all Disputes resolved in a court; provided, however, that this agreement to arbitrate does not extend to Disputes in which either party seeks (i) injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, (ii) the right to pursue enforcement actions through applicable U.S. federal, state, or local agencies where such actions are available, or (iii) injunctive relief in a U.S. court of law. The language of the arbitration shall be English. The arbitration proceedings and decision of the arbitrator(s) shall be kept confidential (and may not be disclosed) by the parties or the arbitrator(s), except to the extent necessary to compel any award made by the arbitrator(s).
No Class Arbitrations, Class Actions or Representative Actions. Any Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. There will be no class arbitration or arbitration in which an individual attempts to resolve a Dispute as a representative of another individual or group of individuals. Further, a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
Location. The location of the arbitration shall be in St. Johns County, Florida.
Authority of Arbitrator(s). As limited by the AAA Rules and these Terms of Service, the arbitrator(s) will have (i) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (ii) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator(s) do not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms of Service, or to award punitive damages or any other damages that are not compensatory. The arbitrator(s) may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
Jurisdiction. To the extent that any lawsuit or court proceeding is permitted under these Terms of Service, to the fullest extent permitted by law you agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located in St. Johns County, Florida for the purpose of litigating all such disputes. You also waive your rights to a jury trial.
Time Limit for Claims. Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You agree to the admissibility of computer records and electronic evidence in any dispute herein.
Severability of Dispute Resolution; Arbitration. In the event the provisions in this Dispute Resolution Section are held invalid or unenforceable, then this Dispute Resolution Section, in its entirety, will cease to apply, and the parties will not be obligated to arbitrate any Disputes.
Although the Services are accessible worldwide, not all features, products or Services discussed, referenced, provided or offered through or on the Services are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. If you choose to access the Services from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
When you access or use the Services or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you via SMS (including for purposes of user authentication), email or through the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may preserve these Terms of Service in written form by printing it for your records, and you waive any other requirement that these Terms of Service be evidenced by a written document.
You may not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the Services, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
All provisions of these Terms of Service are severable, and the unenforceability or invalidity of any of the provisions will not affect the enforceability or validity of the remaining provisions. These Terms of Service, together with our Privacy Policy for Doctors and any other legal notices published by ClinicApp, constitute the entire agreement between you and ClinicApp with regard to your use of the Services. ClinicApp’s failure to insist on or enforce strict performance of these Terms of Service shall not be deemed a waiver by ClinicApp of any provision or any right it has to enforce these Terms of Service. Any such waiver must be in writing in order to be effective. These Terms of Service shall not be interpreted or construed to confer any rights or remedies on any third parties.
Neither this Agreement, nor features of the Services create any partnership, joint venture, employment, or other agency relationship between you and ClinicApp. You may not enter into any contract on our behalf or bind us in any way.
You may not assign any of your rights under this Agreement, and any such attempt will be null and void. ClinicApp may, in its sole discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to this Agreement to any affiliate of ClinicApp or to another third party in the event that some or all of the business of ClinicApp is transferred to such other third party by way of merger, sale of its assets or otherwise.
Canada: The parties declare that they have required that these Terms of Service and all documents related hereto, either present or future, be drawn up in the English language only. Les parties declarent par les presentes qu’elles exigent que cette entente et tous les documents y afferents, soit pour le present ou le future, soient rediges en langue anglaise seulement.
Notice for California Users: Under California Civil Code Section 1789.3, California website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.
Please contact us if you have any questions about these Terms of Service. You may contact us by sending correspondence to the foregoing address or by emailing us at hello@clinicapp.com or sending correspondence to 52 Tuscan Way, Suite 202, #265, Saint Augustine, FL 32092.
