TERMS OF SERVICE

UPDATES; NOTICE.

AGE REQUIREMENT.

TERMS.

1. Service Description

   The Service provides an online platform designed to enhance elements of the “Matching” process currently utilized to facilitate applications to graduate medical education (“GME”) training programs and to better evaluate such applications. Specifically, our Service may be used to facilitate better information exchange, connection, and related connections and services among graduate medical residency and fellowship applicants with residency and fellowship program directors and other administrators (“Administrators”) at training programs (“Programs”) throughout the United States.

2. Accessing the Service

   Administrators may register for Service accounts, learn about and/or use the Service at the Site and may, if made available by Medicratic, also be able to access the Service via a downloadable mobile application on compatible versions of their iPhone®, iPad®, or AndroidTM devices (“Devices”). For a list of compatible Devices and any related operating system or other technical requirements, please see our Site.

3. Registration

   All Service users will be required to register for the Service and create an account profile, including a username and private password. In addition, Administrators will be required to provide details (such as name, ACGME#…etc.) about their specific residency program via designated mandatory fields. We may also provide optional fields that you may populate, including imagery, video and interactive elements in order for you to provide further information about your Program, its location and related details.
   For all users, you are responsible for maintaining the confidentiality of your password and account and all activities that occur in connection with these. You agree to immediately notify Medicratic of any actual or suspected unauthorized use of your account or any other breach of security. You agree that all information that you are required to provide to Medicratic as part of the registration process and otherwise relating to your Service account, including, but not limited to, your name, email address, ACGME ID # and/or any academic records is truthful, accurate and complete.
4. Unless specifically agreed to otherwise by Medicratic in writing, Medicratic does not act as a contracting agent or representative of users of the Service, is not a party to any agreements entered into between users as a result of their use of the Properties, and assumes no responsibility for the conduct of users, while utilizing the Property or otherwise.

5. Important Service Limitations and User Responsibilities

   The following important limitations apply to your use of the Service:

   1. The Service may not be utilized by any specific GME institution and/or by any particular Programs at an institution.
   3. The Service relies on data provided by the Administrator. We cannot ensure that any of such data is accurate, updated or that applicable software and online APIs and other tools that we rely on function properly. We also cannot guarantee that any persons that use the Service will use it properly, free of error and/or malicious intent.
   4. For clarity, we have no affiliation with the Electronic Residency Application Service, National Resident Matching Program® and/or the ACGME. Your use of their products and services are governed by their own terms and conditions, which we encourage you to review.
   5. The Service uses SSL encryption protocols for the transmission of your personal information. However, we cannot guarantee that your information will necessarily be free from hostile action.

6. Fees; Payment Terms

   Medicratic will provide details regarding pricing for the Services on our Site or during the registration process. Please note that we may add or change any fees or charges at any time on a prospective basis. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases either via credit card, ACH or otherwise immediately following receipt of any applicable invoice.

7. License

   Medicratic gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Service and any software or other Property associated with it during any agreed upon subscription period solely to evaluate potential medical residency or fellowship applicants. You acknowledge and agree that Medicratic (or Medicratic’s licensors) own all legal right, title and interest in and to the Properties, including any intellectual property rights which subsist in the Properties (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

8. User Content

   All information, data, text, graphics, video, messages or other materials, whether publicly posted or privately transmitted to or via the Service by other users of the Service (“Content”), is the sole responsibility of the user transmitting it. This means that the individual user, and not Medicratic, is entirely responsible for all Content uploaded, posted, emailed, transmitted or otherwise made available by using the Service, as well as for his or her conduct generally while using the Service. We do not control or actively monitor Content and, as such, do not guarantee the accuracy, integrity or quality of such content. You acknowledge that by using the Service, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Medicratic be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any Content posted, transmitted or otherwise made available via the Software. By utilizing the Service to create, post, upload, transmit or otherwise make available any Content, you hereby grant Medicratic a revocable, royalty-free, and non-exclusive license to utilize such Content for the sole purpose of enabling Medicratic to provide you with the Service.

9. Suggestions and Improvements

   By sending us any ideas, suggestions, documents or proposals about our Properties or otherwise, (“Feedback”), you agree that

   1. your Feedback does not contain the confidential or proprietary information of third parties,
   2. we are under no obligation of confidentiality, express or implied, with respect to the Feedback,
   3. we may have something similar to the Feedback already under consideration or in development, and
   4. you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.

   Feedback should be submitted to support@medicratic.com.

10. Restrictions on Use

    Except as otherwise specifically permitted in this Agreement, you may not (and you may not permit anyone else to):

    1. copy, modify, create a derivative work of, perform research with, reverse engineer, decompile or otherwise attempt to extract the source code of the Service software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Medicratic, in writing; or
    2. attempt to disable or circumvent any security mechanisms used by the Service, the Properties or any applications running on the Service’s software or otherwise utilized by or for the Service.

    In addition, you agree not to do or attempt any of the following in connection with the Service:

    1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
    2. harm minors in any way;
    3. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
    4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
    5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose, upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
    8. use the Service to solicit users directly for commercial purposes without prior written authorization from Medicratic;
    9. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
    10. interfere with or disrupt the Service, any Properties or servers or networks connected to the Properties, or disobey any requirements, procedures, policies or regulations of networks connected to the Properties; of such Third Party Materials.
    11. intentionally or unintentionally violate any applicable local, state, national or international law;
    12. access the Service from territories where its contents are illegal is prohibited (those who choose to access the Service from other locations do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy);
    13. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
    14. “stalk” or otherwise harass another;
    15. use any robot, spider, scraper, or other automated means to access the Service or any Properties for any purpose without the express written permission of Medicratic or bypass robot exclusion files or other measures Medicratic may use to prevent or restrict access to the Service or any Properties; or
    16. collect or store personal data about other users, in connection with the prohibited conduct and activities set forth in paragraphs above or otherwise.

11. Confidentiality

    Confidentiality. You agree that, unless otherwise specifically provided herein or agreed by Medicratic in writing, software, documentation or other elements of the Service or Properties provided to you by Medicratic constitutes confidential proprietary information of Medicratic. You shall permit only authorized employees, who have signed a non-use and non-disclosure agreement in content at least as protective as the provisions hereof, to use the foregoing or to view the related documentation, in each instance pursuant to the terms and restrictions set forth in this Agreement. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Medicratic. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the materials provided to you by Medicratic. You will use your best efforts to cooperate with and assist Medicratic in identifying and preventing any unauthorized use, copying, or disclosure of any of Medicratic’s confidential information.

12. Third Party Materials and Agreements

    You may be able to access or use third party software, resources, content, communications or information (“Third Party Materials”) via the Properties. You acknowledge sole responsibility for and assume all risk arising from your access to, reliance upon or use of any such Third Party Materials and Medicratic disclaims any liability that you may incur arising from access to, reliance upon or use of such Third Party Materials via the Properties. You acknowledge and agree that Medicratic:

    1. is not responsible for the availability or accuracy of such Third Party Materials;
    2. has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance upon or use; and
    3. does not make any promises to remove Third Party Materials from being accessed through the Properties

13. Personal Information and Privacy

    We may ask you to provide certain information about yourself or applicants during your use of the Service and/or any Properties. All personal information that you provide to us will be governed by the Privacy Policy, which is available at www.medicratic.com/privacy. In addition, you warrant that you have obtained and shall maintain at all times all third-party permissions, rights, and consents necessary under applicable law to provide such personal information to Medicratic as contemplated by this Agreement. Notwithstanding anything to the contrary, if you are registering for the Service on behalf of an organization, you agree to permit Medicratic to public identify your organization as a user and to use your organization’s name and/or logo in Medicratic’s website and marketing materials and you hereby represent and warrant to Medicratic that you have the legal ability to grant such rights on behalf of the applicable organization.

14. Technical Support

    Technical support is provided for the Service via email to support@medicratic.com, and service-impacting issues shall be addressed as quickly as possible by MEDICRATIC.

15. No Warranty

    THE SERVICE AND THE PROPERTIES ARE BEING DELIVERED TO YOU “AS IS” AND MEDICRATIC MAKES NO WARRANTY AS TO THEIR USE, RELIABILITY OR PERFORMANCE. MEDICRATIC DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICE AND/OR ANY PROPERTIES. MEDICRATIC MAKES NO REPRESENTATION OR WARRANTIES THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PROPERTIES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PROPERTIES OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROPERTIES OR SERVICES WILL BE CORRECTED. IF THE SERVICE OR ANY PROPERTY DOES FUNCTION PROPERLY, MEDICRATIC DOES NOT WARRANT THAT ANY APPOINTMENTS YOU SCHEDULE THROUGH IT WILL BE MET PROMPTLY OR AT ALL BY THE OPPOSITE PARTY. MEDICRATIC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT MEDICRATIC IS UNDER NO OBLIGATION TO CONTINUE PROVIDING THE SERVICE AND MEDICRATIC HAS THE RIGHT TO UNILATERALLY ABANDON FURTHER DEVELOPMENT OF THE SERVICE OR ANY SUBSIDIARY FEATURE AT ANY TIME AND WITHOUT OBLIGATION OR LIABILITY TO YOU. YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SERVICE AND/OR ANY PROPERTIES INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE SERVICE AND/OR ANY PROPERTIES AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE. NO PERSON ACTING ON MEDICRATIC’S BEHALF HAS ANY AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, “INDUCEMENT”) NOT EXPRESSED HEREIN. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY INDUCEMENT THAT IS NOT EXPRESSED IN THIS AGREEMENT.

16. Indemnification

    YOU AGREE TO INDEMNIFY AND HOLD MEDICRATIC AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICE AND/OR ANY PROPERTIES, OR THE INFRINGEMENT BY YOU, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.

17. Waiver of Subrogation

    You waive any rights your insurance company may have to be reimbursed by Medicratic or its representatives for money paid to you or on your behalf.

18. Limitation of Liability

    UNDER NO CIRCUMSTANCES SHALL MEDICRATIC BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM

    1. YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE OR ANY PROPERTY,
    2. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES,
    3. ERRORS, MISTAKES, OR INACCURACIES CONTAINED IN THE SOFTWARE,
    4. PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR ANY PROPERTY,
    5. ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SERVICE OR ANY PROPERTY, OR
    6. ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR ANY PROPERTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE.

    THESE LIMITATIONS SHALL APPLY EVEN IF MEDICRATIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MEDICRATIC’ LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), SHALL NOT EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

19. Term and Termination

    Unless earlier terminated as set forth below in this paragraph, this Agreement will automatically continue and govern your use of any Properties. Medicratic may terminate this Agreement at any time by providing written notice to you. If you have paid any fees to us and we believe that you have violated any terms of this Agreement or otherwise abused any of our Properties, then such termination may be without notice or refund. We may also terminate your access to the Service, without refund or other recourse to you, if we are required to for legal reasons, we cease to offer the Service, if we think you have abused or misused the Service in any way, or if we shut down our operations or cease to offer the Service or any applicable element of it. We also reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you or to any third party. Any of your rights under this Agreement shall terminate automatically, without notice, if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, you must discontinue use of the Service and/or any Properties.

20. Copyright Policy

    We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Software if such claims are reported to our Designated Copyright Agent identified in the sample notice below. DMCA Notice of Alleged Infringement (“Notice”) Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address. Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.” Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent: Copyright Agent, Medicratic Inc., 5000 Riverside Dr. Building 6, Suite 100 E, Irving, TX 75039, support@medicratic.com.

21. Governing Law

    This Agreement will be governed by the laws of the United States and the State of Texas, excluding the application of its conflicts of law rules. You consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Dallas, Texas.

22. Severability; No Waiver

    If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.

23. General

    Except to the extent you and Medicratic have entered into a separate written agreement that is specifically intended to supersede this Agreement either in whole or in part, this Agreement, together with Medicratic’ Privacy Policy, constitutes the entire agreement between you and Medicratic and governs your use of the Service and any Properties, superseding any prior agreements between you and Medicratic. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. The parties acknowledge that the manufacture and sale of any software provided hereunder is subject to the export control laws of the United States of America, including the U.S. Bureau of Export Administration regulations, as amended, and hereby agree to obey any and all such laws. You may not assign this Agreement, and any assignment of this Agreement by you will be null and void.

24. Contact Information

    If you have any questions about this Agreement, please contact us at support@medicratic.com.