This Terms of Use Agreement (this “Agreement”) is a legal agreement between you (“you” or “your”) and Physician Life Care Planning, LLC, its affiliates, and each of their respective successors and assigns (collectively, “PLCP”) governing your access to, and use of, the www.physicianlcp.com website and all social media accounts, and other online products and services offered by PLCP (collectively, the “Web Site”) and any reports, plans, presentations, promotional collateral or other documents or data developed for and/or provided to you by PLCP (the “Materials”).
THE WEB SITE AND THE MATERIALS MAY BE USED FOR INFORMATIONAL PURPOSES ONLY. BY USING THE WEB SITE OR THE MATERIALS, YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS SET FORTH HEREIN, IN THEIR ENTIRETY, WITHOUT LIMITATION OR QUALIFICATION, AS WELL AS BY ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE OR ACCESS THE WEB SITE OR USE THE MATERIALS.
Restrictions on Use
Except as otherwise permitted in writing by PLCP, the Materials may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download the Materials for non-commercial, personal use only. If you do so, you agree to retain all copyright and other proprietary notices contained on the Materials. You may not use, distribute, modify, transmit, or post the content of the Web Site or the Materials for public or commercial purposes, including any text, images, audio, or video without PLCP’s written permission. You may not mirror the Materials on any other server. You may not frame or utilize framing techniques to redact or remove any trademark, logo, or other proprietary information (including images, text, page layout, or form) of PLCP without its express written consent. You may not use any meta tags or any other “hidden text” utilizing PLCP’s name or trademarks without the express written consent of PLCP. Any unauthorized use terminates the permission or license granted by PLCP under this Agreement.
Intellectual Property
Web Site
All right, title and interest in the Website, including technology and trade secrets embodied therein and any Content or developments created or provided in connection with or related to the Website and the Materials, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to PLCP or its licensors, and you shall have no rights whatsoever in any of the foregoing.
Content
All content on the Web Site, including all text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Content”) are the property of PLCP or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as individual works and as a collective work under the U.S. copyright laws (17 U.S.C. Section 101, et. seq.) and international treaty provisions, and PLCP owns a copyright in the selection, coordination, arrangement and enhancement thereof. You may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Content or the Materials, in whole or in part.
Materials
You acknowledge that the Materials constitute a valuable trade secret and/or are the confidential information of PLCP or its licensors. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in the Materials, or the copyright therein, in whole or in part. Any use of the Materials other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Materials, except as specifically permitted herein, is strictly prohibited. You understand and acknowledge that unauthorized disclosure, use or copying of the proprietary Materials provided pursuant to this Agreement may cause PLCP and its licensors irreparable injury, which may not be remedied at law, and you agree that PLCP and its licensors’ remedies for breach of this Agreement may be in equity by way of injunctive or other equitable relief .
Trademarks
The Physician Life Care Planning name, logo, other related names, design marks, product names, feature names and related logos are trademarks of PLCP and may not be used, copied or imitated, in whole or in part, without the express prior written permission of PLCP. In addition, the look and feel of the Web Site and Materials (including all page headers, custom graphics, button icons, and scripts) constitutes the service mark, trademark and/or trade dress of PLCP and may not be copied imitated or used, in whole or in part, without the express prior written permission of PLCP.
Limited License
PLCP grants you a limited, non-exclusive, non-transferable personal license to access, display, and copy the Materials and the content on the Web Site for personal, non-commercial use only, subject to the requirements set forth in this Agreement. This license is conditioned on your continued compliance with the terms and conditions in this Agreement. All rights not expressly granted herein are reserved.
Account Access
Where use of the Web Site is contingent on accessing an “account” and/or inserting a “user-identification” and/or “password”, you agree that you will be solely responsible for the user-ids and passwords that are provided to you (as such passwords may be changed from time to time in accordance with features of the Web Site) to log-in to the password protected Web Site. If non-authorized individuals have access to your systems or to your users’ user-id and password, they may be able to use the Web Site. You and your users shall keep any correspondence you receive relating to or through the use of the Web Site (including, but not limited to, your user-id, passwords, and other registration or sign-in information) confidential and in a safe place and not disclose it to any third party. You will be responsible and liable for all communications and actions that take place through the use of your user-ids, including without limitation, any actions that occur without your authorization. Accordingly, it is your responsibility to take appropriate actions immediately if any password has been stolen, leaked, compromised or otherwise used without proper consent. You shall: (i) notify PLCP immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to PLCP immediately and use reasonable efforts to stop immediately any copying or distribution of Materials that is known or suspected by you; and (iii) notify PLCP when you no longer require access to the Web Site.
Account Information and Data
In connection with your use of the Web Site or the Materials, it may be necessary for PLCP to obtain, receive or collect data or information, including system-specific data or information, from you. In such cases, you hereby grant PLCP a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under your copyrights and other intellectual property rights, if any, in all material and content provided to PLCP to compile, use, distribute, display, store, process, reproduce, and create derivative works from such material and content, including without limitation comparative data sets, statistical analyses, reports and related services utilizing aggregated data derived from data obtained from you, other PLCP customers and other sources, in any and all media and display in any manner and on any PLCP property to the extent necessary to provide the Materials to you and as a service to its customers and future customers and in the development of products and services. You also grant PLCP the right to copy and maintain such material and content on PLCP’s servers (or the servers of its suppliers) during the term of this Agreement.
Protected Health Information
PLCP agrees to comply with applicable federal and state confidentiality and security laws, including specifically applicable provisions of the HIPAA Rules of 45 C.F.R. parts 160 and 164 with respect to protected health information transmitted or posted by you in connection with your use of the Web Site.
Disclaimer of Warranties
You expressly agree that use of the Materials and the Web Site is at your sole risk. Neither PLCP, nor its affiliates, nor any of their officers, directors or employees, agents, third-party content providers, merchants, sponsors or licensors (collectively, “Providers”), warrant that the Web Site will be uninterrupted or error-free; nor do they make any warranty as to the results that may be obtained from the use of the Web Site, or as to the accuracy, completeness, reliability, security or currency of the Materials. The Materials may contain errors, omissions, inaccuracies, or outdated information. Further, PLCP does not warrant reliability of any advice, opinion, statement or other information displayed or distributed through the Web Site. PLCP reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Web Site. PLCP may make any other changes to the Web Site, the Materials and the products, programs, services or prices (if any) described in the Web Site at any time without notice.
THE WEB SITE AND THE INFORMATION, CONTENT AND MATERIALS ON THE WEB SITE, ARE PROVIDED BY PLCP ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS. PLCP EXPRESSLY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE CONTENT, INFORMATION OR THE MATERIALS ON THE WEB SITE, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. PLCP EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO ANY THE MATERIALS, CONTENT OR INFORMATION ON THE WEB SITE OR ANY PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE WEB SITE OR YOUR USE OF THE WEB SITE GENERALLY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT, NON-INFRINGEMENT, AND NON-INTERFERENCE. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THIS AGREEMENT.
Limitation of Liabilities
YOU AGREE THAT PLCP AND ITS PROVIDERS SHALL NOT BE LIABLE FOR ANY DAMAGE, LOSS, OR EXPENSE OF ANY KIND ARISING OUT OF OR RESULTING FROM YOUR POSSESSION OR USE OF THE MATERIALS, CONTENT OR INFORMATION ON THE WEB SITE REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT, INCLUDING WITHOUT LIMITATION A NEGLIGENT ACT, SHALL PLCP OR ANY OF ITS PROVIDERS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR INTERRUPTION OF BUSINESS), ARISING OUT OF OR IN ANY WAY RELATED TO THE MATERIALS, CONTENT OR INFORMATION ON THE WEB SITE OR ANY OTHER PRODUCTS, SERVICES, OR INFORMATION OFFERED, SOLD, OR DISPLAYED ON THE WEB SITE, YOUR USE OF, OR INABILITY TO USE, THE WEB SITE GENERALLY, OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER PLCP OR ANY OF ITS PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT THESE LIMITATIONS APPLY EVEN IF THE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE AND THAT, WITHOUT THESE LIMITATIONS, YOU WOULD PAY A HIGHER FEE FOR THE SERVICES PROVIDED HEREUNDER. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Representations and Warranties
By using the Web Site, you represent and warrant that (i) you understand and agree that this Agreement is a legally binding agreement and the equivalent of a signed, written contract; (ii) you will use the Web Site in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions of this Agreement; (iii) you are authorized to sign for and bind any entity for whom you are acting a representative or other agent; (iv) you will not impersonate any person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal your identity from PLCP for any purpose.
Legal and Medical Information
The Web Site and/or the Materials may contain general information relating to various legal and medical matters. Such information is provided for informational purposes only and is not meant to be a substitute for advice provided by an attorney or physician.
Indemnifications
You agree to indemnify, defend and hold harmless PLCP, its affiliates, agents, employees and licensors from and against any and all claims and expenses, including reasonable attorneys’ fee, arising out of or related in any way to your use of the Web Site or the Materials, violation of this Agreement, violation of any law or regulation or violation of any proprietary or privacy right.
Dispute Resolution
Any dispute relating in any way to your use of the Web Site shall be submitted to confidential arbitration in San Antonio, Texas, except that, to the extent you have in any manner violated or threatened to violate PLCP’s intellectual property rights, PLCP may seek injunctive or other appropriate relief in any court, and you consent to exclusive jurisdiction and venue in such court. Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
Term and Termination
Without limiting its other remedies, PLCP may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate the license granted under this Agreement if you fail to comply with any term or condition of this Agreement. Upon such violation, you agree to terminate access to the Web Site and use of the Materials.
Hyperlink Disclaimers
As a convenience to you, PLCP may provide, on the Web Site, links to Web sites operated by other entities (collectively, the “Linked Sites”). If you use any Linked Sites, you will leave the Web Site. If you decide to visit any Linked Site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses and other destructive elements. Linked Sites, regardless of the linking form (e.g., hotlinks, hypertext links, IMG links) are not maintained, controlled or otherwise governed by PLCP. The content, accuracy, opinions expressed, and other links provided by Linked Sites are not investigated, verified, monitored, or endorsed by PLCP. PLCP does not endorse, make any representations regarding or warrant any information, goods and/or services appearing or offered on any Linked Site, other than linked information authored by PLCP. Links do not imply that PLCP or the Web Site sponsors, endorses, is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any Linked Site is authorized to use any trademark, trade name, logo or copyright symbol of PLCP or any of its affiliates or subsidiaries. Except for links to information authored by PLCP, PLCP is neither responsible for nor will it be liable under any theory based upon (i) any Linked Site; (ii) any information or content found on any Linked Site; or (iii) any site(s) linked to or from any Linked Site. If you decide to visit any Linked Sites and/or transact any business thereon, you do so at your own risk. PLCP reserves the right to discontinue any Linked Site at any time without prior notice. Please contact the web masters of any Linked Sites concerning any information, goods or services appearing thereon.
Choice of Law
The Web Site is controlled, operated and administered by PLCP from its offices within the United States of America. PLCP makes no representation that content on the Web Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. If you access the Web Site from locations outside of the United States, you are responsible for compliance with all local laws. This Agreement shall be governed by the laws of the State of Texas, without giving effect to its conflict of laws provisions that direct the application of the laws of a different jurisdiction. This is the case regardless of whether you reside or transact business with PLCP in Texas or elsewhere.
Your California Privacy Rights
CALIFORNIA’S “SHINE THE LIGHT” LAW.
Companies that collect personally identifiable information (“PII”) from California residents and disclose such information to third parties (including affiliated entities) for marketing purposes must, in response to a request by a consumer, either (1) provide a list detailing the categories of information shared and the entities to which such information was provided, or (2) provide a mechanism by which a consumer may opt-out of having their information shared with third parties. PLCP has elected the second option and you may request that your PII not be shared with third parties by sending your request, including your full name, email address and postal address to:info@physicianlcp.com, or by mail to:
California Privacy Information, c/o Physician Life Care Planning, 11550 IH 10 West, Suite 273, San Antonio, Texas 78230.
In addition, California resident users are entitled to know that they may file grievances and complaints with California Department of Consumer Affairs, 400 R Street, Suite 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210 or by email to dca@dca.ca.gov.
CALIFORNIA’S ONLINE PRIVACY PROTECTION ACT.
PLCP does not track customers over time and across third party websites to provide targeted advertising and, therefore, PLCP does not respond to Do Not Track (DNT) signals. However, some third party sites may keep track of your browsing activities when they serve you content, which enables them to tailor what they present to you. If you are visiting such sites, your web browser allows you to set the DNT signal so that third parties (particularly advertisers) know you do not want to be tracked.
Limitations on Claims
Any cause of action you may have with respect to your use of the Web Site or the Materials must be commenced within one (1) year after the claim or cause of action arises.
Entire Agreement
If you have not entered into another agreement with PLCP regarding the subject matter contained herein, then this Agreement comprises the entire agreement between you and PLCP and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding such subject matter. However, if you and PLCP have entered into another agreement regarding the subject matter set forth herein that is a written and signed agreement between you and PLCP, then this Agreement should be read and interpreted in conjunction with such agreement and, in the event of a conflict between this Agreement and a written, signed agreement between the parties, the written, signed agreement shall govern and control. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. If for any reason a court of competent jurisdiction finds any provision of the Agreement or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Agreement, and the remainder of this Agreement shall continue in full force and effect. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
Modifications to Agreement
PLCP may revise this Agreement at any time. Each time you access the Web Site, you agree to be bound by the terms and conditions of this Agreement then in effect. It is your responsibility to review this Agreement each time you access the Web Site. PLCP does not and will not assume any obligation to notify you of changes to this Agreement.
Last updated: November 22, 2019
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