TECHNOLOGY SERVICES AGREEMENT

TECHNOLOGY SERVICE AGREEMENT

 


 

This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an Individual (“you”) and Doctors Telemedicine Technology Company Llc  (as applicable, “Doctors Telemedicine , Company”)  Company, provides lead generation to Doctors using the Doctors Telemedicine Technology Services  (as defined below).

 

The Doctors Telemedicine Technology Services enables a Licensed Doctor to seek, receive and fulfill requests for medical  services from an authorized user of Doctors Telemedicine website or mobile Applications.

 

You desire to enter into this Agreement for the purpose of accessing and using the Doctors Telemedicine Technology Services.

 

YOU ACKNOWLEDGE AND AGREE THAT DOCTOR TELEMEDICINE TECHNOLOGY COMPANY LLC IS A TECHNOLOGY COMPANY AND DOES NOT PROVIDE MEDICAL OR HEALTHCARE SERVICES OR FUNCTION AS A HOSPITAL AND THAT ALL SUCH MEDICAL OR HEALTHCARE SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY DOCTORS WHO ARE NOT EMPLOYED BY DOCTORS TELEMEDICINE OR ANY OF ITS AFFILIATES OR AGENTS.

 

In order to use the Doctors Telemedicine Technology Services, you must agree to the terms and conditions that are set forth below.

 

Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

 

1. Definitions

 



1.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.

 

1.2 “Company Data” means all data related to the access and use of the Doctors Telemedicine Technology Services here under,including all data related to Users (including User Information), all data related to the provision of Telemedicine  Services via the Doctors Telemedicine Technology Services and the Doctors Portal, and the Doctor ID.

 

1.3 “Device” means a Company Device or Your Device, as the case may be.

 

1.4 “Doctor Portal” means the application provided by Company that enables telemedicine Providers (Registered Doctors) to access the Doctors Telemedicine Technology Services for the purpose of seeking, receiving and fulfilling on demand requests for medical services by Users, as may be updated or modified from time to time.

 

1.5 “Doctor ID” means the identification and password key assigned by Company to you that enables  you to use and access the Doctors Portal.
 

1.6 “ConsultationFee” has the meaning set forth in Section 8.1
 

1.7 “Service Fee” has the meaning set forth in Section 8.2

 

1.8 “Telemedicine Services” means the delivery of Non Emergency Health Care and Medical  services using interactive audio and video technology, where the patient and the Doctor are not in the same physical location.

 

1.9 “Doctors Telemedicine Services” means  Doctors Telemedicine’s on-demand lead generation and related services licensed by Doctors Telemedicine  LLC that enable Doctors to seek, receive and fulfill on-demand requests for medical services by Users seeking medical  services.

 

1.10 “User” means an end user authorized by Doctors Telemedicine to use the Doctors Telemedicine mobile application for the purpose of obtaining medical Services offered by Independent third party Doctors.

 

1.11 “User Information” means information about a User made available to you in connection with such User’s request for and use of Doctors Telemedicine Services, which may include the User’s name, contact information and photo.

 

1.12  “Your Device” means a mobile device or computer owned or controlled by you .

 

2. Use of the Doctors Telemedicine Services
 



2.1 Doctor IDs. Doctors Telemedicine will issue you an electronic Doctor ID to enable you to access and use the platform on a Device in accordance with this Agreement.

 

Company reserves the right to deactivate your Doctor ID if you have not fulfilled a request for Medical Services using the platform at least once a month. You agree that you will maintain your Doctor ID in confidence and not share your Doctor ID with any third party. You will immediately notify Company of any actual or Suspected breach or improper use or disclosure of your Doctor ID.
 

2.2 Provision of Medical Services. When you are online or offline, User requests for Medical Services may appear to you via notifications. If you accept a User’s request for Medical Services, the Doctors Telemedicine Portal will give you access to certain User Information via the Portal.

 

You acknowledge and agree that once you have accepted a User’s request for Medical Services, Doctors Telemedicine mobile application may provide certain information about you to the User, including your first name, contact information, ID and Ratings, and your Practicing License Information’s number.

 

You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Medical Services. As between Company and you, you acknowledge and agree that:


(a) You shall be solely responsible for determining the most effective, efficient and safe manner to Perform each instance of Medical Services; and

 

(b) except for the Doctors Telemedicine Services or any Company Devices (if applicable), you shall provide all necessary equipment, tools and other Materials, at your own expense, necessary to perform Medical Services.

 

3.  Your Relationship with Users
 



You acknowledge and agree that your provision of Medical Services to Users creates a direct business relationship between you and the User. Doctors Telemedicine Technology company LLC or its Agents is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Practice.


You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Medical Services.

You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper  regarding any acts or omissions of a User or third party.

 

You acknowledge and agree that Doctors Telemedicine may release your contact  Information and practicing License Data to a User upon such User’s reasonable request.

 

4  Your Relationship with Company
 



You acknowledge and agree that Doctors Telemedicine provision to you of the Telemedicine Portal  Services creates a direct business relationship between Company and you.

 

You acknowledge and agree that Doctors Telemedicine Technology Company LLC does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Medical Services, your acts or omissions, or your operation and maintenance of your Practicing License.

 

You retain the sole right to determine when, where, and for how long you will utilize the Doctors Telemedicine App or the Doctors Telemedicine Services.

 

You retain the option, via the Doctors Telemedicine App, to attempt to accept or to decline or ignore a User’s request for Medical  Services via the Doctors Telemedicine Services, or to cancel an accepted request for Medical Services via the App, subject toCompany’s then-current cancellation policies.

 

You acknowledge and agree that you must be professionally dressed in an office to provide Medical Services via the Doctors Telemedicine Services.

 

You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities.

 

For the sake of clarity, you understand that you retain the complete right to;

(i) use other software application services in addition to the Doctors Telemedicine Services; and 

(ii) engage in any other occupation or business.


Doctors Telemedicine retains the right to deactivate or otherwise restrict you from accessing or using the Website or Mobile  Application or the Doctors Telemedicine Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates or Agents, your act or omission that causes harm to Company’s or its Affiliates or Agents’ brand, reputation or business as determined by Company in its sole Discretion.

 

5 Ratings
 



5.1 You acknowledge and agree that:


After receiving Medical Services, a User will be prompted by Doctors Telemedicine Website or mobile application to provide a rating of you and such Medical Services and, optionally, to provide comments or feedback about you and such Medical Services; and
 

5.2 You acknowledge that Doctors Telemedicine desires that Users have access to high-quality services via Doctors Telemedicine Website and Mobile Applications. In order to continue to receive access to the Doctors Telemedicine Services , you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company.  (“Minimum Average Rating”).


Your average rating is intended to reflect Users’ satisfaction with your Medical  Services rather than your compliance with any of Company’s policies or recommendations.


In the event your average rating falls below the Minimum Average Rating, Company will notify  you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating.

 

If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Doctors Telemedicine  Services.

 

5.3 Company and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval.

 

You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Company’s or its Affiliates or its Agents’ content policies.

 

6  Devices
 



6.1 Company encourages you to use Your Device in providing Medical Services.


6.2  You are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and  Company shall make available the Doctors Telemedicine Application for installation on Your Device.


Company hereby grants you a personal, non-exclusive, non-transferable license to install and use the Doctors Telemedicine App on Your Device solely for the purpose of providing Medical Services.


You agree to not provide, distribute or share, or enable the provision,distribution or sharing of, the Doctors Telemedicine App (or any data associated there with) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the Doctors Telemedicine App from your Device


You agree that:  

(i) use of the Doctors Telemedicine App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense;  and  


(ii)  use of the Doctors Telemedicine App on Your Device as an interface with the Doctors Telemedicine Services may consume very large amounts of data through the data plan.


DOCTORS TELEMEDICINE ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

 

7. Your Services
 



7.1 Your Requirements. You acknowledge and agree that at all times, you shall:

(a) hold and maintain  

(i)  a valid practicing license with the appropriate level of certification to Practice and

(ii)  all licenses, permits, approvals and authority applicable to you that are necessary to provide Medical services to third parties in Your Country.

 

(b) possess the appropriate and current level of training, expertise and experience to provide Medical Services in a professional manner with due skill, care and diligence; and

(c) maintain high standards of professionalism, service and courtesy.

 

You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Doctors Telemedicine App or the Doctors Telemedicine Services if you fail to meet the requirements set forth in this Agreement.

 

7.2 Documentation. To ensure your compliance with all requirements in Sections 7.1 above, you must provide Doctors Telemedicine with valid copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Medical Services.

 

Thereafter, you must submit to Doctors Telemedicine valid evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed.


Doctors Telemedicine shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement.

 

Doctors Telemedicine reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion. 
 

 

8. Financial Terms
 



8.1 Consultation Fees. You are responsible for setting your consultation fees unless otherwise agreed on a Separate Agreement  between you and Doctors Telemedicine Affiliate or Agent.

 

You acknowledge and agree that the Fees set by you on the Doctors Telemedicine platform is the only Payment you will receive in connection with the provision of Medical Services, and that the fee does not include any gratuity.

 

8.2  Service Fee.  In consideration of Company’s provision of the Doctors Telemedicine platform and  App and the Doctors Telemedicine  Services for your use and benefit hereunder,  you agree to pay Company a service fee on a per Medical Consultation  transaction basis calculated as 5% of  the Consultation fees determined by you.

 

In the event regulations applicable to your Country require taxes to be Calculated on the Consultation Fees, Company shall calculate the Service Fee based on the Fare net of such taxes.

 

Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of such change.

 

Continued use of the Doctors Telemedicine Services after any such change in the Service Fee calculation shall constitute your consent to such change.


 

8.3 Cancellation Charges.  You acknowledge and agree that Users may elect to cancel requests for Medical Consultation that have been accepted by you via the Doctors Telemedicine  Platform at any time prior to commencement .

 

In the event that a User cancels an accepted request for Medical Consultation, Doctors Telemedicine may charge the User a cancellation fee on your behalf.
 

8.4 Receipts.  As part of the Doctors Telemedicine Services, Company provides you a system for the delivery of receipts  to Users for Medical Services rendered. Upon your completion of Medical Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email on your behalf.

 

Such receipts are also provided to you via email or the online portal available to you through the Doctors Telemedicine Services. Receipts may include specific information about you, Including your name and contact information.

 

8.5 No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Doctors Telemedicine and its Affiliates may seek to attract new Users to increase existing Users of Doctors Telemedicine mobile application.  


You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

 

8.6  Taxes.  You acknowledge and agree that you are required to:

(a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Medical Consultations as required by applicable law; and


(b) provide Company with all relevant tax information.

 

You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Medical Services. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Medical Services and/or provide any of the relevant tax information you have provided directly to the applicable governmental tax authorities on your behalf or otherwise. 

 

9. Proprietary Rights; License

 



9.1 License Grant.   Subject to the terms and conditions of this Agreement, Doctors Telemedicine hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Doctors Telemedicine Services (including the Doctors Telemedicine Mobile App on a Device) solely for the purpose of providing Medical Services to Users

 

All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.

 

9.2  Restrictions. You shall not, and shall not allow any other party to: 
 

(a) license, sublicense, sell, resell,  transfer, assign, distribute or otherwise provide or make available to any other party the Doctors Telemedicine Services,  App or any Company Device in any way;


(b) modify or make derivative works based upon the Doctors Telemedicine Services, Website  or  App;


(c) improperly use the Doctors Telemedicine Services or App, including creating Internet “links” to any part of the Doctors Telemedicine Services or App,“framing” or “mirroring” any part of the Doctors Telemedicine Services or App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Doctors Telemedicine Services or App;
 

(d) reverse engineer, decompile, modify, or disassemble the Doctors Telemedicine  Services or App,except as allowed under applicable law;

(e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Doctors Telemedicine Services or  App to:
 

(i) design or develop a competitive or substantially similar product or service;
 

(ii) copy or extract any features, functionality, or content thereof;
 

(iii) launch or cause to be launched on or in connection with the Doctors Telemedicine  Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Doctors Telemedicine Services; or
 

(iv) attempt to gain unauthorized access to the Doctors Telemedicine Services or its related systems or networks.

 

10. Ownership
 


 

The Doctors Telemedicine Services, App and Company Data, including all intellectual property rights therein, and the Company Devices are and shall remain (as between you and Company)  the property of Company, its Affiliates, Agents  or their respective licensors.

 

Neither this Agreement nor your use of the Doctors Telemedicine  Services, App or Company Data conveys or grants to you any rights in or related to the Doctors Telemedicine Services, App or Company Data, except for the limited license granted above.  

 

Other than as specifically permitted by the Company in connection with the Doctors Telemedicine Services, you are not permitted to use or reference in any manner Company’s, its


Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in Combination with other letters, punctuation, words, symbols and/or designs (the "DOCTORS TELEMEDICINE Marks and Names") for any commercial purposes.  
 

You agree that you will not try to register or otherwise use and/or claim ownership in any of the Doctors Telemedicine Marks and Names, alone or incombination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

 

11. Confidentiality
 



11.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party  ("Confidential Information").  

 

Confidential Information includes Company Data, Doctors IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

 

11.2 Each party acknowledges and agrees that:


(a) all Confidential Information shall remain the exclusive property of the disclosing party;

(b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this  Agreement;

(c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers,contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of Confidentiality and non-use of Confidential Information no less protective than the terms hereof; and


(d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this  Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
 

11.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:


(a) is or becomes part of the public domain through no act or omission on the part of the receiving party

(b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;

(c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or

(d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a Reasonable opportunity to contest or limit such required disclosure.



12 . Privacy
 



12.1  Disclosure of Your Information.

 

Subject to applicable law, Doctors Telemedicine and its Affiliates or Agents may, but shall not be required to, provide to you, a User, an insurance company and or relevant authorities and or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Medical Services provided hereunder if:


(a) there is a complaint, dispute or conflict  between you and a User;

(b) it is necessary to enforce the terms of this Agreement;

(c) it is required, in Company’s or any Affiliate’s or Agents sole discretion, by applicable law or regulatory requirements (e.g., Company or its Affiliates or Agent receive a subpoena, warrant, or other legal process for information);


(d) it is necessary, in Company’s or any Affiliate’s  or Agents sole discretion, to
 

(1) protect the safety, rights, property or security of Company or its Affiliates or Agent, the Doctors Telemedicine Services or any  third party;
 

(2) to protect the safety of the public for any reason
 

(3) to detect, prevent or otherwise address fraud, security or technical issues;


(4) to prevent or stop activity which Company or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk ofbeing, an illegal, unethical, or legally actionable activity); or


(5) it is required or necessary, in Company’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Doctors Telemedicine Services.


You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

 

12.2 Company and its Affiliates may collect your personal data during the course of your application for, and use of, the Doctors Telemedicine Services, or may obtain information about you from third parties.

 

Such information may be stored, processed, transferred, and accessed by Company and its Affiliates, Agents, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs.

You expressly consent to such use of personal data.


 

13. Representations and Warranties;  Disclaimers
 



13.1 By You.

 

You hereby represent and warrant that:  

(a) you have full power and authority to enter into this Agreement and perform your obligations hereunder;  

(b)  you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and  

(c)  you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Medical Services in your country.

 

13.2  Disclaimer of Warranties.


COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE DOCTORS TELEMEDICINE SERVICES,APP AND THE COMPANY DEVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS.

 

COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE DOCTORS TELEMEDICINE SERVICES,  APP OR THE COMPANY DEVICES:

(A) WILL BE UNINTERRUPTED OR ERROR FREE; OR

(B) WILL RESULT IN ANY REQUESTS FOR MEDICAL SERVICES.

 

COMPANY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE MEDICAL SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS.

 

BY USING THE DOCTORS TELEMEDICINE SERVICES AND APP, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE DOCTORS TELEMEDICINE SERVICES OR APP.

 

NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH  ABOVE, COMPANY AND ITS AFFILIATES OR AGENTS  EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OROTHER THIRD PARTY.

 

13.3 No Service Guarantee.

 

COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE DOCTORS TELEMEDICINE SERVICES OR  APP. YOU ACKNOWLEDGE AND AGREE THAT THE DOCTORS TELEMEDICINE SERVICES OR  APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g.,DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE).

 

FURTHER, THE DOCTORS TELEMEDICINE WEBSITE OR MOBILE APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR  ANY  DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES,LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

 

14. Indemnification
 




You shall indemnify, defend (at Company’s option) and hold harmless Doctors Telemedicine and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to:


(a) your breach of your representations, warranties or obligations under this Agreement; or


(b) a claim by a third party(including Users, regulators and governmental authorities) directly or indirectly related to your provision of Medical Services or use of the Doctors Telemedicine Services.


This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
 

 

15. Limits of Liability
 



COMPANY AND ITS AFFILIATES SHALL  NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES:

 

(i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE.


EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

 

16. Term and Termination
 



16.1 Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

 

16.2 Termination. Either party may terminate this Agreement:

(a) without cause at any time upon seven (7) days prior written notice to the other party;

(b) immediately, without notice, for the other party’s material breach of this Agreement; or

(c) immediately, without notice, in the event of  the insolvency or bankruptcy of the other party, or upon the other party’s filing or submissionof request for suspension of payment (or similar action or event) against the terminating party.
 

In addition, Company may terminate this Agreement or deactivate your Doctor ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Medical Services or as otherwise set forth in this Agreement.

 

16.3 Effect of Termination. Upon termination of the Agreement, you shall:

(a) promptly return to Company all Company Devices; and

(b) immediately delete and fully remove the Doctors Telemedicine App from any of Your Devices. Outstanding payment obligations shall survive the termination of this Agreement.
 

17. Relationship of the Parties
 



17. 1 Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties.


The parties expressly agree that:
 

(a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and
 

(b) no joint venture, partnership, or agency relationship exists between Company and you.

 

17.2  You have no authority to bind Company or its Affiliates and Agent .  You also undertake not to hold yourself out as an employee, agent or authorized representative of Doctors Telemedicine or its Affiliates or Agents

Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

 

18. Miscellaneous Terms
 


 

18.1 Modification. In the event Doctors Telemedicine modifies the terms and conditions of this Agreement at anytime, such modifications shall be binding on you only upon your acceptance of the modified Agreement.

 

Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Doctors Telemedicine Website, Services, or downloading, installing or using the  App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Service fees.

 

Continued use of the Doctors Telemedicine website, Services or App after any such changes shall constitute your consent to such changes.
 

18.2 Supplemental Terms. Supplemental terms may apply to your use of the Doctors Telemedicine Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”).

 

You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, thisAgreement.  


Supplemental Terms shall prevail over this Agreement in the event of a conflict.


18.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

 

18.4 Assignment.  Neither party shall assign or transfer this  Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent:

(a) to an Affiliate; or

(b) to an acquirer of all or substantially all of Company’s business, equity or assets.

 

18.5 Entire Agreement. This  Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

 

18.6 No Third Party Beneficiaries. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
 

18.7 Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Doctors Telemedicine Services.

 

By clicking “I accept”, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Doctors Telemedicine LLC.