DOCPHIN TERMS OF SERVICE

THE DOCPHIN SERVICES ARE INTENDED FOR INFORMATIONAL PURPOSES. ANY COMMUNICATIONS ON THE SITE OR THROUGH THE SERVICES, WHETHER FROM DOCPHIN, ITS EMPLOYEES, OR OTHER MEMBERS, SHOULD NOT BE CONSIDERED MEDICAL TREATMENT NOR SHOULD IT IMPLY ANY ACTION SHOULD BE TAKEN. RELIANCE ON ANY INFORMATION PROVIDED BY US THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.

Now that that's been said, welcome to www.docphin.com and its associated mobile applications (the "Site"), a service owned and operated by Docphin, Inc. ("Docphin," "us," or "we"). We provide Docphin, a platform for members to access, share, and discuss medical news and research, and Docphin for Residency Programs, a platform for institutions to manage information and communications, and Docphin Premium, a set of enhanced features and services, as well as a number of related services (collectively, "Services"). The following terms and conditions (the "Terms of Service") form a binding agreement between you and us, and govern your use of the Site and the Services.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING THE SITE OR USING THE SERVICES YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS SITE. YOU HEREBY AGREE TO THE USE OF ELECTRONIC COMMUNICATIONS IN ORDER TO ENTER INTO THIS AGREEMENT, TO CREATE OTHER RECORDS AND TO THE ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS BETWEEN YOU AND US WITH RESPECT TO THIS AGREEMENT, AS FURTHER DETAILED IN SECTION 16.

We may at our sole discretion change, add, or delete portions of these Terms of Service at any time on a going-forward basis. It is your responsibility to check these Terms of Service for changes prior to use of the Site, and in any event your continued use of the Site following the posting of changes to these Terms of Service constitutes your acceptance of any changes. We will notify you of any such material changes by posting notice of the changes on the Site, and/or, in our sole discretion, by email.

1. MEDICAL DISCLAIMERS. NONE OF THE CONTENT ON THIS SITE SHOULD BE CONSIDERED MEDICAL OR PSYCHOLOGICAL TREATMENT. THOUGH EVERY EFFORT IS MADE TO ASSURE THAT INFORMATION ON THIS SITE IS ACCURATE AND CURRENT, KNOWLEDGE IN THESE FIELDS IS GROWING RAPIDLY AND ALL DATA IS SUBJECT TO CHANGE WITHOUT NOTICE. ALL CLINICAL MATERIAL WE PUBLISH MAY BE REVIEWED FOR RELEVANCE, USEFULNESS AND INDEPENDENCE, BUT SHOULD NOT BE CONSIDERED MEDICAL ADVICE. WE CANNOT GUARANTEE THAT ALL WEB PAGES REACHED THROUGH OUR SITE CONTAIN UP TO DATE, RELIABLE, OR EVEN RELEVANT INFORMATION. YOU ARE ENCOURAGED TO USE DISCRETION WHILE BROWSING THE INTERNET FROM LINKS INITIATED AT THIS SITE. THE TREATMENT OPTIONS PRESENTED BY DOCPHIN SHOULD NOT BE CONSIDERED TREATMENT INSTRUCTIONS AND WE ASSUME NO LIABILITY FOR THE OUTCOME OF ANY INTERVENTIONS LISTED ON THIS SITE. THE INFORMATION ON THE SITE IS OBTAINED THROUGH MANY DIFFERENT SOURCES AND THE ACCURACY SHOULD BE CONFIRMED PRIOR TO USE. THE CONTENT OF THE SITE IS NOT INTENDED TO BE INSTRUCTIONAL FOR MEDICAL DIAGNOSIS OR TREATMENT. LIKEWISE, YOU ARE ENCOURAGED TO CONFIRM THROUGH USE OF OTHER SOURCES (E.G. TEXTBOOKS, MEDICAL JOURNALS, SPECIALTY PHYSICIAN CONSULTATION, ETC.) THE ACCURACY OF THE INFORMATION FOUND WITHIN THIS SITE AND ON OTHER WEBSITES THAT MAY BE REACHED THROUGH THE LINKS. THE INFORMATION SHOULD NOT BE CONSIDERED COMPLETE, NOR SHOULD IT BE RELIED ON TO SUGGEST AN APPROPRIATE COURSE OF TREATMENT FOR A PARTICULAR INDIVIDUAL. CLINICIANS ARE STRONGLY ENCOURAGED TO FOLLOW THEIR INSTITUTIONAL POLICIES AND PROCEDURES AND CONSULT SUPERVISORY PERSONNEL AS NEEDED.

2. USERS. You must register with us and become a member ("Member") to use our Services. In addition, access to certain Services may be reserved for specific Members based on the university or institution with which the Member is affiliated ("Affiliated Institution"). You agree to only provide us with true, accurate, current and complete information. If we believe or suspect that your information is not true, accurate, current or complete, we may deny or terminate your access to the Site or Services (or any portion thereof). You agree not to attempt to access areas of the Site or Services to which we do not grant you access. To become a Member, you must have an eligible email address,, at which point you must provide your name, email address and select a password (your "Account Credentials"), which you may not transfer to or share with any third parties. You agree to notify us if your email address and/or Affiliated Institution changes. If someone accesses our Site or Services using your Account Credentials, we will rely on those Account Credentials and will assume that it is really you or your representative who is accessing the Site and Services. You are solely responsible for any and all use of your Account Credentials and all activities that occur under or in connection with your membership. Without limiting any rights which we may otherwise have, we reserve the right to take any and all action, as we deem necessary or reasonable, to ensure the security of the Site and your Account Credentials, including without limitation terminating your membership, changing your password, or requesting additional information to authorize activities related to your membership. In no event and under no circumstances will Docphin be held liable to you for any liabilities or damages resulting from or arising out of (i) any action or inaction of Docphin under this provision, (ii) any compromise of the confidentiality of your Account Credentials, and (iii) any unauthorized access to or use of your Account Credentials. Please notify us immediately if you become aware that your Account Credentials are being used without authorization.

3. SERVICE SPECIFIC RULES.

  1. Docphin. If you use Docphin and wish to access and interact with social networking sites such as Twitter (any such site, a "SN Site") to retrieve information from, and/or submit information to, such SN Sites at your request. We will not collect your password, and we will instead store the unique authorization code (or a "token") provided to us by the SN Site to access it on your behalf. You can revoke our access to an SN Site at any time by amending the appropriate settings from within your account settings on that site. You should note that an SN Site may change or amend its guidelines and our access to it at any time, and we cannot guarantee that our Services will always include a connection to such SN Site
  2. Docphin for Residency Programs. . If you are granted access to Docphin for Residency Programs, it means that we have a relationship with your Affiliated Institution. As a result, you agree that we may collect data related to your use of Docphin for Residency Programs, including if and when you viewed certain content transmitted from your Affiliated Institution. Our data collection, use and disclosure practices are described more fully in our Privacy Policy. Please also note that your access to Docphin for Residency Programs will be terminated if your or our relationship with your Affiliated Institution ends. In addition, if you wish to terminate your use of Docphin for Residency Programs, or opt out of communications from your Affiliated Institution through Docphin for Residency Programs, you must do so by contacting your Affiliated Institution – and not us. Please be aware that we do not control any Member's use of information provided through Docphin for Residency Programs.
  3. Docphin Premium. If you are granted access to Docphin Premium either by being rewarded a free term of service or by paying for Docphin Premium, it means you have selected to activate this service. This service provides additional features and services to that of Docphin. Please note there are NO REFUNDS for activating this service under any circumstances. We may from time to time offer rewards such as gift cards in return for paying for this service. These are time limited offers and may vary in type and amount. The terms of these rewards are set for you at the time of activation and cannot be provided to you until your credit card is charged for the amount you owe. Please note we may share your information (e.g. Name and email address) to third parties only if needed for premium features. For example, for continue medical education credit (CME) we must share this with the accredited organizations that issues the CME certificate. Another example is any rewards you might receive requires that we share your contact information so that third parties can send you those rewards. We are not liable for privacy issues from third parties and you should be aware of privacy policies for those organizations. At anytime you may email us at support@docphin.com for a full list of third parties that are used in association with a Docphin Premium account and we’ll provide you with that information so you can read their privacy policies and terms of use. Please also note that by default all accounts will be set to be re-billed after the term expires unless you go into your account settings and deactivate this option. Please also note that Docphin has the right to change the features and services provided without notice and this is not cause for any type of refund. At anytime you can cancel your premium account and you will not be billed when the next cycle arises.
  4. Docphin for Libraries. If you are granted access to Docphin for libraries, it means that the institution you follow has a relationship with docphin to allow you to have enhanced access to content based on the capabilities of your institution. If you are an administrator setting up Docphin for libraries, you are responsible for providing accurate and timely information to setup and maintain your account. Any changes in your account settings that will affect users’ access to your content should be communicated to Docphin by email at support@docphin.com. All sales are final and non-refundable, unless otherwise stated. All contracts will be automatically renewed unless at least 30 days notice is provided before the end of the billing period. Please note that Docphin can only setup Docphin for Libraries for your institution if your institution’s permissions and capabilities are compatible with Docphin. Please keep in mind that Docphin does not intend to violate any copyright rules. Docphin has the right to change the features and services provided without notice and those changes are not cause for any type of refund.

4. OWNERSHIP. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site or Services ("Our Technology") are: (i) copyrighted by us and/or our licensors under United States and international copyright laws; (ii) subject to other intellectual property and proprietary rights and laws; and (iii) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms of Service grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site according to these Terms of Service. Furthermore, nothing in these Terms of Service will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of Docphin or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties' licenses and not by these Terms of Service.

5. RULES REGARDING INFORMATION AND OTHER CONTENT. When you access the Site and/or Services, you obtain access to various kinds of information and materials, all of which we call "Content". You are entirely responsible for each individual item of Content that you post, transmit or otherwise make available on the Site or through the Services ("Your Content') and, as between you and us, you retain ownership and any intellectual property rights in Your Content. You grant us a non-exclusive, royalty-free, fully paid, fully sublicenseable, worldwide license, under any and all of your copyright and other intellectual property rights related to Your Content. You agree that any Your Content or any derivative works thereof, except for any personally identifiable information you submit related to your Membership, may be disseminated, distributed, publicly displayed, reproduced, used, sublicensed, posted, or published by us, and searched, displayed, printed or otherwise used or exploited by our customers. To the extent you include personally identifiable information in comments or messages on the Site, we will not be liable for such disclosure. You agree not to revise Content posted by others, and you represent and warrant that you will not post or use any Content in any manner that:

  • Contains any "protected health information", as defined in the Health Insurance Portability and Accountability Act of 1996, and associated regulations, as they may be amended from time to time;
  • Infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others;
  • Violates the privacy, publicity, or other rights of third parties or any other law, statute, ordinance or regulation;
  • Is false or inaccurate or becomes false or inaccurate at any time;
  • Is discriminatory, unlawful, tortious, obscene, fraudulent, defamatory, harmful, threatening, pornographic, indecent, vulgar, harassing, discourteous, hateful, abusive or racially, ethnically, religiously, sexually or otherwise offensive, as determined by us in our sole discretion;
  • Discloses or provides information protected under any law, agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
  • Misrepresents your identity in any way;
  • Contains any viruses, Trojan horses, spyware. malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  • Advocates or encourages any illegal activity; or
  • Has the potential to create liability for us or cause us to violate the requirements of or to lose the services, in whole or in part, of our Internet service providers or other suppliers.

Though we strive to enforce these rules with all of our users and third party content providers, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You access the Site and Services at your own risk. We may, but are not obligated to, remove Content from the Site for any reason, including if we determine or suspect that such Content violates these Terms of Service. We are merely acting as a passive conduit for such distribution and we take no responsibility for your exposure to Content on the Site or through the Services whether it violates our content policies or not. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility or liability for, the quality, content, nature or reliability of any Content provided by any Member or any opinion, recommendation, or advice expressed therein.

The Content displayed on the Site or sent to you through the Services, and any derivative works thereof, whether made by us or you (other than Your Content) are proprietary to us or our licensors. Subject to these Terms of Service, we hereby grant you a limited, non-exclusive, non-transferable license to view, use, download and print such Content solely for your personal, informational, non-commercial and internal review and solely in accordance with these Terms of Service. Except for Your Content, you may not: (i) use Content or any part thereof to develop products or technologies similar to the products of Docphin; (ii) reproduce, republish, modify or alter Content; (iii) distribute or sell, rent, lease, license or otherwise make Content available to others; or (iv) otherwise remove any text, copyright or other proprietary notices contained in Content. Any copy of the Content or portion thereof must include all copyright notices, information, and restrictions contained in, or attached to, any of the Content, and you must abide by the foregoing notices and restrictions. We are not responsible to ensure, and disclaim any responsibility for, your ability to open, use or view the Content we provide. As between you and us, we retain all right, title and interest in and to the Content (other than Your Content), and all related intellectual property rights. We reserve all rights not granted in these Terms of Service.

6. GENERAL RULES OF USER CONDUCT. It is our goal to make access to our Site and Services a good experience for all of our users. You agree not to, and represent and warrant that you will not:

  • Use, reproduce, duplicate, copy, sell, resell or exploit: (a) any portion of the Site or Services; (b) your use of the Site or Services, or (c) your access to the Site or Services, in each case for any purpose other than for which the Site or Services are being provided to you;
  • Conduct or promote any illegal activities while using the Site or Services;
  • Upload, distribute or print anything that may be harmful to minors;
  • Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
  • Attempt to gain access to secured portions of the Site or Services to which you do not possess access rights;
  • Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
  • Use the Site or Services to generate unsolicited email advertisements or spam;
  • Use the Site or Services to stalk, harass or harm another individual;
  • Use any high volume automatic, electronic or manual process to access, search or harvest information from the Site or Services (including without limitation robots, spiders or scripts);
  • Interfere in any way with the proper functioning of the Site and Services or interfere with or disrupt any servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services;
  • Use any robot, spider, other automatic device, or manual process to extract, "screen scrape," monitor, "mine," or copy any static or dynamic web page on the Site or the Content contained on any such web page for commercial use without our prior express written permission;
  • Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity; or
  • Mirror or frame the Site or any Content, place pop-up windows over its pages, or otherwise affect the display of its pages.

7. FEEDBACK. In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Site or the Services (collectively "Feedback"), you agree we may use the Feedback to modify our Services and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether you provide the Feedback on the Site or through any other method of communication with us, unless we have entered into a separate agreement with you that provides otherwise.

8. MODIFICATIONS TO THE SITE OR SERVICES. We reserve the right to modify or discontinue the Site or Services with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or Services. If you object to any such changes, your sole recourse will be to cease access to the Site or Services. Continued access to the Site or Services following notice of any such changes will indicate your acknowledgement of such changes and satisfaction with the Site or Services as so modified. You agree that we, in our sole discretion, may immediately terminate your access to the Site and Services at any time, for any reason, in our sole discretion. Please note that your access to the Site and Services will be terminated upon your employer communicating to us that you are no longer an employee of such employee. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES.

9. PRIVACY. We know that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us. The security of your personal information is important to us. While there is no such thing as "perfect security" on the Internet, we will take reasonable steps to help ensure the safety of your personal information. However, you understand and agree that such steps do not guarantee that the Site and the Services are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. Docphin reserves the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of your personal information. We may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.

10. THIRD PARTY CONTENT AND OTHER WEBSITES. Content from other users, suppliers, advertisers, and other third parties may be made available to you through the Site and/or the Services. Because we do not control such content, you agree that we are not responsible for any such content. We do not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and we assume no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Site and Services may contain links to websites not operated by us. We are not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services you may be exposed to third-party websites that you find offensive, indecent or otherwise objectionable. We make no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services. We provide these links for your convenience only and we do not control such websites. Our inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Site and Services may contain links to websites that are operated by us but which operate under different Terms of Service. It is your responsibility to review the privacy policies and Terms of Service of any other website you visit. YOU AGREE THAT IN NO EVENT WILL WE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.

11. DISCLAIMER OF WARRANTIES. THIS SITE AND ALL CONTENT AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY DOCPHIN "WITH ALL FAULTS" AND ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. DOCPHIN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE CONTENT OR SERVICES INCLUDED ON, OR OTHERWISE MADE AVAILABLE TO YOU THROUGH, THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

We make no warranty that the Site or Services will meet your requirements, or that the Site and/or Services will be uninterrupted, timely, secure, or error free; nor do we make any warranty as to the results that may be obtained from the use of the Site or Services, or that defects in the Site or Services will be corrected. You understand and agree that you will be solely responsible for any damage to your computer or loss of data that results from the download of any material and/or Content. No advice or information, whether oral or written, obtained by you from us through the Site, Services, or otherwise will create any warranty, representation or guarantee not expressly stated in these Terms of Service.

12. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE OR OUR OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, LOST OPPORTUNITIES, OR BUSINESS INTERRUPTIONS OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO, OR THE INABILITY TO USE OR TO ACCESS, THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY INFORMATION APPEARING ON THIRD PARTY MERCHANT SITES OR ANY OTHER SITE LINKED TO OUR SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND THE SERVICES. OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED, IN AGGREGATE, TO TEN DOLLARS (U.S. $10.00). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

WITHOUT LIMITING THE FOREGOING, UNDER NO CIRCUMSTANCES WILL WE OR OUR LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES. Some states do not allow exclusion of implied warranties, so these exclusions may not apply in individual cases. You may have additional rights that vary from state to state. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such applicable law.

13. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Docphin, our parents, subsidiaries, affiliates, officers, directors, co-branders and other partners, employees, consultants and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that such parties may incur as a result of or arising from: (i) your use of the Site or Services, including any Content you submit thereto (except to the extent prohibited by law); (ii) your violation of these Terms of Service; (iii) your violation of any rights of any other person or entity; or (iv) any viruses, Trojan horses, worms, time bombs, spyware, malware, cancelbots or other similar harmful or deleterious programming routines input by you into the Site or Services.

14. RELEASE. To the extent permitted by applicable law, you hereby release Docphin, its officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Site or Services or any Content obtained or linked therefrom. You hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor" and you waive any other similar provision of the laws of any other applicable jurisdiction.

15. COPYRIGHT VIOLATIONS. We respect the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed;
  • A description of where the material that you claim is infringing is located on the Site or Services;
  • Your address, telephone number, and email address;
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our copyright agent for notice of claims of copyright infringement on the Site or the Services can be reached by email at: founders@Docphin.com.

16. ELECTRONIC COMMUNICATIONS. We can only give you the benefits of our service by conducting business through the Internet, and therefore we need you to consent to our giving you Communications electronically. This Section 16 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you (i) consent to receive communications from us in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications ("Communications") that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if it were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of these Terms of Service by accessing this Site. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.

17. GENERAL TERMS. You are responsible for compliance with all applicable laws. The Terms of Service and the relationship between you and Docphin will be governed by the laws of the State of Delaware without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. You further consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any court in Wilmington, Delaware. These Terms of Service are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Service to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms of Service, shown in boldface type, are included only to help make these Terms of Service easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Terms of Service constitute the complete and exclusive agreement between you and us with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service, or portion thereof, to be unenforceable, that provision of the Terms of Service will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Service will continue in full force and effect.

18. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE. All controversies, disputes, demands, counts, claims, or causes of action between you and Docphin arising out of, under, or related to these Terms of Service or our privacy practices (including any action we take or authorize with respect to information about or provided by you) shall be settled exclusively through binding arbitration.

  1. Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by these Terms of Service, and unless agreed upon by the parties in writing, the arbitration will be governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures").
  2. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT..
  3. You and Docphin must abide by the following rules: (a) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (b) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Docphin, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (c) the arbitrator's ruling is binding and not merely advisory; (d) ANY CLAIMS BROUGHT BY YOU OR DOCPHIN MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (e) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, (f) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Docphin will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (g) Docphin also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (h) the arbitrator shall honor claims of privilege and privacy recognized at law; (i) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Docphin shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Docphin customer; and (j) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees' and litigation expenses..
  4. Notwithstanding the foregoing, either you or Docphin may bring an individual action in small claims court. In addition, if you are a user outside of the United States, the dispute resolution provision in our Privacy Policy (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in Delaware. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator's ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate..
  5. With the exception of subparts (d) and (e) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (d) or (e) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Docphin shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Docphin shall be exclusively brought in the state or federal courts specified in subsection "(d)" above..
  6. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org

19. SURVIVAL. Sections 1, 4 through 8 and 10 through 20, as well as any other limitations on liability explicitly set forth herein and our proprietary rights in and to the Site, Content provided by us, Our Technology and the Services, will survive the expiration or termination of these Terms of Service for any reason.

20. CONTACTING US. If you have any questions or concerns about our Site, your Membership, or anything else, please send an e-mail to support@Docphin.com. We may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to us in writing via email to support@Docphin.com or as otherwise expressly provided. Please report any violations of these Terms of Service to support@Docphin.com.

LAST UPDATED April 1, 2014.