CARE PROVIDER TERMS OF SERVICE
These Care Provider Terms of Service (“Agreement”) describe the terms and conditions on which MRG, Inc., doing business as Aidin (“Aidin”) provides the information, features and services available on or through the Aidin website (collectively, the “Service”) to you, the users of the Service (“you” or “User”). The Service allows healthcare providers (“Care Providers”) to submit information about their services to the Service, allows patients who are moving to healthcare providers (“Patients”) to locate and review information about Care Providers, and allows Patients to submit reviews and comments about Care Providers. The Service also allows Care Providers to provide information to Patients about other Care Providers. This Agreement governs the use of the Service by Care Providers. You should read this Agreement carefully, because by indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with Aidin. If you do not agree to these terms and conditions, you must not use the Service.
In order to submit information to the Service, Care Providers and Patients must create an account and register with us. If you register as a Care Provider or otherwise use the Service, you represent and warrant to Aidin that: (i) you are of legal age to form a binding contract; (ii) you will provide Aidin with accurate, current and complete registration information; (iii) if you are registering in order to access Service for an organization or entity, that you have the right to bind such organization to this Agreement, and the terms “User” and “you” will include both you, the individual user, and such organization; and (iv) your registration and your use of the Service is not prohibited by law. You are responsible for your registration and all use of the Service under it. Sharing passwords with any unauthorized person is not permitted. You understand and acknowledge that use of the Service that constitutes falsifying entries or concealment of material regarding Patients or the provision of care to Patients, or pertinent omissions may constitute fraud and may be prosecuted under applicable federal and/or state laws. Fraud is a felony, which can result in fines or imprisonment.
2. The Service Does Not Constitute Medical Advice
The Service provides a source of information to Patients. The Service does not constitute medical or health care advice, or a recommendation, warranty or guarantee that any Care Providers identified, located or used by means of the Service are suitably licensed or qualified, that the care available through that Care Provider is appropriate for the Patient or recommended by any Care Provider, or that the services provided by the Care Provider meet any particular standard of quality. Each Patient uses the Service at his or her own risk and remains responsible to conduct his or her own diligence and inquiries about any Care Provider listed on the Service. Nothing contained in the Service is intended to be used for medical diagnosis or treatment. The Service is provided with the understanding that neither Aidin nor its suppliers or Users are engaged in rendering legal, medical, counseling or other professional Service or advice or are providing any guarantee or warranty of quality about healthcare servicese. Aidin and its agents assume no responsibility for any consequence relating directly or indirectly to any action or inaction Patients or other Users take based on the information, Service or other material on the Service.
3.Fees and Orders.
a. Payment Terms. The Service, or certain features of the Service, may be available only if certain fees (collectively, “Fees”) are paid by you. If you purchase any subscription plan for the Service or certain features of the Service, you must pay any applicable Fees. You will provide us (or our designated third-party payment provider) with accurate and valid credit card or other digital payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. All payments shall be made in U.S. dollars. You are responsible for any tax, duty, custom or other fee of any nature, other than taxes on Aidin’s income, imposed on the Service by any federal, state, local or foreign government authority. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). You will also be responsible for our reasonable costs of collection, including attorney’s fees, if we deem it necessary to take any legal or administrative action to collect unpaid Fees. We reserve the right to accept, refuse or cancel any orders placed through the Service, without liability or justification. We will refund you in case your order was cancelled by us after your credit card or other digital payment method has been charged.
b. Subscription Plans. We may offer paid subscription plans that allow you to access certain features or content available through the Service. If you provide a credit card or other payment method accepted by Aidin and sign up for a monthly or annual paid subscription through the Service, you are expressly agreeing that Aidin (or our designated third-party payment provider) is authorized to charge your payment method for the applicable subscription fee (plus any applicable taxes) on a recurring monthly or annual basis, as applicable. Your subscription will continue in effect and renew on a recurring basis, monthly or annually, unless and until you cancel your subscription.
c. Cancellation of Auto-Renew Subscription Plans. You must cancel your subscription at least twenty-four (24) hours before your next billing period, in order to avoid the next billing period. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY PROVIDING NOTICE TO AIDIN BY EMAILING US AT SUPPORT@MYAIDIN.COM OR CALLING US AT 909-907-7090 STATING YOUR NAME AND THAT YOU ARE CANCELING YOUR SUBSCRIPTION, OR WORDS OF SIMILAR EFFECT. YOU MAY ALSO CANCEL BY LOGGING INTO YOUR ACCOUNT ON THE AIDIN PLATFORM AND CLICKING ON THE HELP BUTTON, FOR A PRE-FORMATTED CANCELLATION E-MAIL TEMPLATE, WHICH YOU CAN SEND TO US. After your cancellation, you will still be charged for any subscription period prior to our receipt of your cancellation. If you cancel your subscription, the cancellation will be effective upon your receipt of confirmation from Aidin of the cancellation, and Aidin will not automatically renew your subscription thereafter.
Aidin reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. If Aidin changes the subscription fee or other charges for your subscription, we will give you advance notice of these changes. If you purchase a subscription from us with promotional pricing or which includes free products or services, we will inform you of the non-promotional pricing, obtain your consent to such pricing, and notify you of how to cancel your subscription prior to billing you at the non-promotional pricing.
4. Proprietary Materials and Ownership.
The Service is the property of Aidin and its licensors. Without limitation of the foregoing, all the text, images, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on the Service other than Public User Content as defined below (collectively, the “Site Content”), all software embodied in the Aidin website or otherwise used by Aidin to deliver the Service (“Software”), and all data generated through use of the Service (“Use Data”), is proprietary to us or to our third party licensors and are protected by copyright and other intellectual property laws. Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Software, Site Content or Use Data (collectively, the “Aidin Property”) is prohibited. You may be subject to criminal or civil penalties for violation of this paragraph.
The marks AIDIN and the AIDIN logo are registered or unregistered trademarks of Aidin, and they may not be used in connection with any service or products other than those provided by Aidin, in any manner that is likely to cause confusion among Users, or in any manner that disparages or discredits Aidin. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
Aidin authorizes you as a Care Provider to access and use the Service in order to submit information about your facility for publication on the Service, subject to payment of any applicable fees. You may not remove any copyright, trademark or other proprietary notices that have been placed on the Aidin Property. Changing, copying, redistributing, republishing, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Aidin Property, or any portion of the Aidin Property, is strictly prohibited without the prior written permission of Aidin, unless this Agreement otherwise expressly allows you to do so.
5. You represent and warrant that: (i) your use of the Service will be consistent with this Agreement and will not infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties; (ii) you will comply with all applicable laws, regulations and ordinances relating to the Service, the Aidin Property or your use of them, (iii) you will access and process all medical information, including but not limited to Personal Health Information (as defined in HIPAA) concerning Patients that Care Providers provide to Aidin in accordance with all applicable local, state and federal laws and regulations, including but not limited to the Federal Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191), as amended (“HIPAA”), and solely for the limited purposes of receiving the Services or performing permitted treatment or other health care operations activity, (iv) you will process information accessed through the Service in accordance with industry-standard technical and organizational standards to protect the privacy and security of such information, . (v) in using the Service you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Service. In the event you obtain access to Protected Health Information that you are not authorized to view, you will immediately notify your referral source.
You are responsible for obtaining and maintaining the computer and other equipment you use to access the Service, and for paying for such equipment and any telecommunications charges. We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Service.
6. Public User Content
(a) you are publishing and making your Public User Content publicly available for viewing by third parties on a non-confidential basis, that your Public User Content may be associated with your Aidin username, and that accordingly your Public User Content will be attributable to you, that third parties will gain access to your Public User Content through the Service, and Aidin shall in no event be liable to you for any use or misuse of your Public User Content by any third party;
(b) you grant Aidin a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable license, with right to sublicense through multiple tiers, to copy, edit, modify, use, publish, distribute, prepare derivative works, publicly perform, publicly display and otherwise exploit the Public User Content in connection with operation of the Service, promotion of the Service, and any other purposes reasonably related to using the Service and participation in promotions and advertising of Aidin and its partners.
(c) all users of the Service have the right to access your Public User Content, and to use the Public User Content for personal, non-commercial use;
(d) you represent and warrant that you own all proprietary rights in your Public User Content or, with respect to any Public User Content you do not own, you have the full authority and right to post the Public User Content and to grant the licenses granted hereunder, and that your posting of the Public User Content, and the exercise by Aidin and Users of the license rights granted by you shall not infringe any third party intellectual property rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party;
(e) if any royalties are payable to any third party for exploitation of Public User Content posted by you in accordance with the licenses granted by you in this Agreement, you shall be responsible for and pay such royalties.
Aidin merely distributes Public User Content and does not control it. Any opinions, advice, statements, services, offers or other content included within Public User Content are those of the respective authors or distributors, and not Aidin, and Aidin is not responsible for the accuracy or reliability of Public User Content. Aidin is under no obligation to edit or control Public User Content that you and other users post or distribute, and will not be in any way responsible or liable for Public User Content. Aidin does not vet or control the Users or other individuals that use the Service. You access and use Public User Content at your own risk, and Aidin shall not be liable for any loss or damage that any person may suffer as a result of using the Service or using or relying on the Public User Content.
7. Service Restrictions.
7.1 You shall comply with all rules and policies applicable to the use of the Service, including those published on the Service from time to time. Without limitation, you shall not:
(a) Use, upload, post, distribute or transmit, any Public User Content in violation of, or in connection with any violation of, any local, state, national or international laws;
(b) Impersonate any person or entity, or forge or manipulate headers to disguise the origin of any Public User Content;
(c) Except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent;
(d) Collect or harvest any data published on the Service (other than by Patient users for their personal non-commercial use), including by use of spiders, web scraping or other automated means;
(e) Post any Public User Content more than once or “spam”;
(f) Post any Public User Content that contains an endorsement, advertising or promotional material, other than Care Provider facility information submitted in accordance with the rules for the Service; or
(g) Engage in any other conduct that interferes with the Service or that restricts or inhibits any other person from using or enjoying the Service, or which, in Aidin’s sole judgment, exposes Aidin or any of their officers, directors, employees or agents to any liability or detriment of any type.
7.2 You shall not submit, post, upload to, distribute through or otherwise use in connection with the Service any Public User Content that:
(a) Is libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, inaccurate, misleading, fraudulent, pornographic or unlawful or that encourage a criminal offense;
(b) Infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;
(c) Contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury or damage to the material’s readers or others;
(d) Promotes any goods or Service of any competitors to Aidin, or encourages any other users of the Service to become users or Users of any such competitors; or
(e) Contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.
7.3 Aidin reserves the right (but is not obligated) to do any or all of the following:
(a) record Public User Content;
(b) Investigate any allegation that Public User Content or registration information does not conform to the terms and conditions of this Agreement;
(c) remove Public User Content that is abusive, illegal or disruptive, or that otherwise fails to conform to the terms and conditions of this Agreement;
(e) edit or delete any Public User Content or Patient registration information, regardless of whether such content violates any terms and conditions of this Agreement.
Aidin has no liability or responsibility to users of the Service or any other person or entity for performance or nonperformance of the aforementioned activities.
8. Third Party Websites.
The Aidin website may contain links to third-party websites. The linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by Aidin. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
9. Ideas Submitted to Aidin.
Aidin is pleased to hear from you and welcomes your comments about the Service. In the event that you submit ideas or suggestions about the Service (“Service Comments”), the Service Comments will be deemed, and will remain, the sole property of Aidin. None of the Service Comments will be subject to any obligation of confidence on the part of Aidin, and Aidin will not be liable for any use or disclosure of any Service Comments. Without limiting the foregoing, Aidin will be entitled to unrestricted use of the Service Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Service Comments.
10. Warranty Exclusions and Limitations of Liability.
Aidin may pause or interrupt the Service at any time, and Care Providers should expect periodic downtime for updates to the Service. AIDIN EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (ii) THAT THE SERVICE AND AIDIN PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICE OR THE AIDIN PROPERTY. No advice or information, whether oral or written, obtained by you from Aidin or through the Service will create any warranty not expressly stated herein.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM AIDIN ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICE OR THE AIDIN PROPERTY, EVEN IF AIDIN HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE A CARE PROVIDER, AIDIN’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY YOU TO AIDIN IN THE 12 MONTHS BEFORE THE LIABILITY AROSE, OR IF NO FEES WERE PAID, THE SUM OF $10. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You shall defend, indemnify and hold harmless Aidin against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees arising in connection with your use of the Service or breach of any provision of this Agreement. Aidin reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. You will cooperate with Aidin with respect to such defense and settlement.
13. Digital Millennium Copyright Act.
Aidin complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Service you may contact our Designated Agent at the following address:
371 Canal St, 3rd Floor
New York, NY 10013
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) a description of the material that you claim is infringing and where it is located on the Service;
(d) your address, telephone number, and email address;
(e) a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
(f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
If material that you have posted to the Service has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following:
(g) a physical or electronic signature of the subscriber;
(h) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
(i) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(j) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which Aidin may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
14. Applicable Law, Compliance.
The Service is operated by Aidin from the United States, and Aidin does not represent or warrant that use of the Service is lawful in other jurisdictions. All matters arising from or relating to the use and operation of the Service shall be governed by the substantive laws of the State of Delaware, without regard to its conflicts of laws principles. The Uniform Computer Information Transactions Act shall not apply to this Agreement. If you gain access to the Service from locations outside the United States, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Service in violation of U.S. export laws or regulations.
15. Arbitration and Dispute Resolution.
All disputes arising out of or relating to this Agreement or the Service between or among Aidin, Patients, and Care Providers shall be resolved exclusively by binding arbitration conducted in Wilmington, Delaware before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. In the event that the American Arbitration Association is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of the State of Delaware without reference to principles of conflicts of laws. Notwithstanding any rules of the American Arbitration Association to the contrary, any claims shall be adjudicated on an individual basis, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, you may at your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. Aidin does not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement or the Service shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Wilmington, Delaware, except that, following confirmation of an arbitration award in a state or federal court in Wilmington, Delaware, a judgment arising therefrom may be executed in any court of competent jurisdiction.
16. Suspension; Modifications and Termination
Aidin reserves the right to suspend your password and/or access to the Service at any time if it believes you are in breach of this Agreement. Aidin reserves the right to terminate or modify this Agreement, terminate the Service or modify any features or aspects of the Service, or modify its policies at any time, with or without notice to you. If you use the Service, you shall be bound by the version of the Agreement in effect at the time of your use. You are under an obligation to review the current version of this Agreement and other published Aidin policies before using the Service. Sections 2, 3, 5, 6, and 9 through 19, any accrued rights and remedies, and any other provisions that by their nature require survival in order to be effective, shall survive the termination or expiration of this Agreement.
17. Force Majeure
In no event shall Aidin be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside Aidin’s reasonable control.
18. Third Party Beneficiaries
The provisions of Sections 2, 3, 5, 6, and 9 through 19 of this Agreement are entered into for the benefit of Aidin, its third party licensors, and each of them shall have the right to enforce such provisions of this Agreement directly against you to protect their interests. Except as stated in the preceding sentence, there shall be no third party beneficiaries to this Agreement.
19. Miscellaneous Provisions.
No delay or omission by Aidin in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by Aidin of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to”. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and Aidin regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. Your registration, this Agreement and your rights and obligations hereunder are not assignable or transferable by you to any third party without the prior written consent of Aidin. We may assign this Agreement to any purchaser of the Aidin business. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.
Effective Date of Agreement: February 04, 2019.