Terms

We hope you love using DoctorsNYNJ. We really do. This document contains important information that you need to consider before making an important decision.

Effective Date: May 17, 2018

The following terms and conditions constitute an agreement between you and DoctorsNYNJ, Inc. (“DoctorsNYNJ,” “we,” or “us”), the operator of DoctorsNYNJ.com (the “Site”) and related websites, applications, services and mobile applications provided by DoctorsNYNJ and on/in which these Terms of Use are posted or referenced (collectively, the “Services”). These terms of use (the “Terms of Use”), together with our PRIVACY POLICY, ACCEPTABLE USE POLICY govern your use of the Services, whether or not you have created an account.

BY USING OR OTHERWISE ACCESSING THE SERVICES AND/OR BY CREATING AN ACCOUNT WITH US, YOU AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY, THE USE RESTRICTIONS IN THE ACCEPTABLE USE POLICY AND THE TERMS AND CONDITIONS. YOU ALSO AGREE TO RESOLVE ANY DISPUTE THAT YOU MAY HAVE WITH US OR THE SERVICES IN THE STATE OF NEW YORK. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU CANNOT USE THE SERVICES. Please note that we offer the Services “AS IS” and without warranties. If you create an account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.

1. ABOUT THE SITE

Portions of the Services can be viewed without a DoctorsNYNJ account. To benefit from all of the Services we offer, you must create a DoctorsNYNJ account and provide certain basic information about yourself, which you authorize DoctorsNYNJ to use and disclose as described in our Privacy Policy. You acknowledge that although some Content may be provided by healthcare professionals, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment, but is provided to assist you in choosing a doctor, dentist or other healthcare specialist, professional, provider, or organization (collectively, “Healthcare Provider”). “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Services and/or Site, including, without limitation, Content provided in direct response to your questions or postings. WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE SERVICES.

2. WE DO NOT PROVIDE MEDICAL ADVICE

The Content that you obtain or receive from DoctorsNYNJ, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All medically related information, including, without limitation, information shared via DoctorsNYNJ Answers, the DoctorsNYNJ blog, DoctorsNYNJ social channels, DoctorsNYNJ emails and text messages, and DoctorsNYNJ advertising, comes from independent healthcare professionals and organizations and is for informational purposes only. WHILE WE HOPE THE CONTENT IS USEFUL IN YOUR HEALTHCARE JOURNEY, IT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER, UNDER ANY CIRCUMSTANCE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND 911. YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE. We do not recommend or endorse any specific tests, Healthcare Providers, procedures, opinions, or other information that may appear through the Services. If you rely on any Content, you do so solely at your own risk. We encourage you to independently confirm any Content relevant to you with other sources, including the Healthcare Provider’s office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.

3. NO DOCTOR PATIENT RELATIONSHIP

DOCTORS, DENTISTS, NURSES, AND OTHER MEDICAL PROFESSIONALS USE THE SERVICES TO SHARE CONTENT WITH YOU, BUT YOUR USE OF THIS CONTENT IS NOT A SUBSTITUTE FOR HEALTHCARE. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES OR CONTENT. THIS IS TRUE WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM DoctorsNYNJ INCLUDING, WITHOUT LIMITATION, THE “FIND A DOCTOR” FEATURE, DoctorsNYNJ ANSWERS, DoctorsNYNJ BLOG, DoctorsNYNJ SOCIAL CHANNELS, DoctorsNYNJ EMAILS OR TEXT MESSAGE LINKS TO OTHER SITES, OR ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE HEALTHCARE PROVIDER IN ANY FIELD. DoctorsNYNJ encourages Healthcare Providers to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any Healthcare Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting or arising from, or related to, the use of the Site or Services whatsoever.

4. AUTHORIZATION AND ACKNOWLEDGEMENT; IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER RELATIONSHIPS AND HEALTHCARE PROVIDER LISTS

In connection with using the Site and the Services to locate and schedule appointments with Healthcare Providers, you understand that: YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER. DoctorsNYNJ makes reasonable efforts to ensure that Healthcare Providers only participate in the Services if they hold all active licenses required by law to practice the specialties of the services offered by them, and are not excluded from participation in the Medicare and Medicaid programs. DoctorsNYNJ may exclude Healthcare Providers who, in DoctorsNYNJ’s discretion, have engaged in inappropriate or unprofessional conduct. Some Healthcare Providers listed through the Services enter into contracts with us, and may pay us a fee in order to be marketed through the Services. To help you find Healthcare Providers who may be suitable for your needs, and enable the maximum choice and diversity of Healthcare Providers participating in the Services, we will provide you with lists and/or profiles of Healthcare Providers. These results are based on information that you provide to us, such as insurance information, geographical location, and healthcare specialty. They may also be based on other criteria (including, for example, Healthcare Provider availability, past selections by and/or ratings of Healthcare Providers by you or by other DoctorsNYNJ users, and past experience of DoctorsNYNJ users with Healthcare Providers). Note that DoctorsNYNJ (a) does not recommend or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the healthcare services they may provide, and (c) does not receive any fees from Healthcare Providers for featuring them (i.e., higher or better placement on lists) through the Services. Note, however, to the extent that you use the Services as provided by your employer, DoctorsNYNJ may provide lists and/or profile previews based also on criteria determined by your employer and your employer’s agents or advisors.

5. THE SERVICES AND CONTENT ARE INFORMATIONAL AND EDUCATIONAL RESOURCES

The Services are an informational and educational resource for consumers and Healthcare Providers. We may, but have no obligation to, publish Content through the Services that is reviewed by our editorial personnel. No party (including DoctorsNYNJ) involved in the preparation or publication of such works guarantee that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content. Healthcare Provider Content: Healthcare Provider and practice Content is intended for general reference purposes only. Healthcare Provider Content may be provided by the Healthcare Provider and/or office staff, and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. Such Content can change frequently and may become out of date, incomplete or inaccurate. Neither the Site nor DoctorsNYNJ provides any advice or qualification certification about any particular Healthcare Provider. Procedures/Products/Services: The procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success. Insurance Content: The insurance and insurance related Content (including, without limitation, insurance coverage and benefit Content) (“Insurance Content”) may be intended for general reference purposes and for your convenience only. Such Insurance Content may be based on Personal Information (as defined below) you provide to us as well as Healthcare Provider Content (such as CPT codes and other encounter data). The Insurance Content is provided either directly by the insurance provider you identify or via a third-party clearinghouse. Insurance Content can change frequently and may become out of date, incomplete or inaccurate. To make this Content as accurate as possible, you agree that you will (a) provide accurate and complete insurance-related Personal Information, and (b) verify and update your insurance-related Personal Information (including, without limitation, verifying such Personal Information obtained by automated means from an insurance card you provide). Although DoctorsNYNJ strives to provide you with accurate Insurance Content, we are not responsible for any inaccurate, incomplete or outdated Insurance Content, and you are responsible for complying with subparts (a) and (b) hereof.

6. YOUR PERSONAL INFORMATION

Protecting patient privacy and keeping your information secure are among our biggest priorities. This section will help you understand what information we ask for and why. To create a DoctorsNYNJ account, you must provide a few pieces of basic information about yourself. When you book an appointment through DoctorsNYNJ, we pass along this information to your Healthcare Provider on your behalf. If you wish to benefit from other Services we provide, you can choose to share information with DoctorsNYNJ. Our Privacy Policy details how we may use, share, and maintain the information that you voluntarily share with DoctorsNYNJ, which may include, without limitation, your name, address, social security number and contact information, insurance information, medical history and current medical needs, billing information, and other information (collectively, “Personal Information”). By submitting such information, you authorize DoctorsNYNJ, its employees, its agents and others operating on its behalf to use and/or disclose such information in accordance with our Privacy Policy. Please review the Privacy Policy carefully, as your use of the Services constitutes your agreement to it. You may elect to enter information into a medical history form (“Medical History Form”) on behalf of yourself or a third party from whom you have authorization to provide such information. You can request (and in doing so, authorize) DoctorsNYNJ to provide this information to your chosen Healthcare Provider. You acknowledge and agree that such information will be reviewed and approved by you or someone authorized by you at the time of your appointment to ensure its accuracy. You also acknowledge that DoctorsNYNJ may use the data or information you provide in a Medical History Form in accordance with our Privacy Policy.

7. YOUR RESPONSIBILITIES

7.1 Your Account Credentials When you create a DoctorsNYNJ account, you will provide an email address and create a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to info@doctorsnynj.com.

7.2 Your Responsibilities Generally The Services are free, but you are still responsible for your healthcare expenses. Usual, customary and any other charges for any medical or related services rendered by Healthcare Providers will apply and will be entirely your responsibility. You must resolve any dispute between you or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider. You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Site and the Services for lawful, non-commercial purposes. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Site and/or Services (including, without limitation, Healthcare Provider Content, appointment availability, price information, and Insurance Content) for any purpose whatsoever. You are also responsible for reviewing and complying with the terms set forth in our Acceptable Use Policy. In addition to our rights in these Terms of Use, we may take any legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce these Terms of Use or our Acceptable Use Policy.

7.3 Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain an account with DoctorsNYNJ or whether you schedule or intend to schedule appointments (including appointments for Designated Provider Services) through the Services, you acknowledge and agree that: (a) You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient. (b) You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation. (c) You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.

8. CHANGES TO THE SERVICES; NEW SERVICES;

8.1 Changes to the Services; New Services We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Under no circumstances will DoctorsNYNJ be liable for any suspension or discontinuation of any of the Services or portion thereof, and the use of new services will be governed by this Agreement.

9. LINKS TO OTHER WEBSITES

While using the Services, you may encounter links to other websites. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites. Although we attempt to link only to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites.

10. CONTENT YOU POST OR SUBMIT

You will have the opportunity to submit feedback regarding your experiences with Healthcare Providers you find through the Services, to submit inquiries concerning possible medical needs and to participate in the other interactive or community features of the Site (collectively, “Posted Information”). It is important that you act responsibly when providing Posted Information. Your Posted Information must comply with our Acceptable Use Policy, and your Healthcare Provider reviews must comply with our guidelines for reviews found at https://DoctorsNYNJ.com/verifiedreviews. DoctorsNYNJ reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms of Use or the Acceptable Use Policy, including without limitation, removing any offending communication from the Services and terminating the account of such violators or blocking your use of the Services. By posting Posted Information through the Services, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, to DoctorsNYNJ and its contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Information. This license is non-exclusive, except you agree that DoctorsNYNJ shall have the exclusive right to practice this license to the extent of combining your Posted Information with the Posted Information of other DoctorsNYNJ users for purposes of constructing or populating a searchable database of reviews and information related to the healthcare industry.

11. YOUR USE OF CONTENT

All of the Content is owned by us or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain DoctorsNYNJ’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, re-publish (except as permitted in this paragraph), sell, or exploit any of the Content, or exploit the Site or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither DoctorsNYNJ nor its suppliers grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by DoctorsNYNJ to you are retained by DoctorsNYNJ.

12. DISCLAIMER

We created DoctorsNYNJ to improve patients’ healthcare experience, and we want your experience with DoctorsNYNJ to be exceptional. While we work hard to make that happen, you acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Site and/or the Services, (b) what Content you access, (c) what effects the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release us from all liability for you having acquired, you having not acquired, or your use of Content. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. We have no special relationship with or fiduciary duty to you. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DoctorsNYNJ MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. DoctorsNYNJ DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

13. GENERAL LIMITATION OF LIABILITY

WHILE WE’RE ALWAYS IMPROVING, AND WE HOPE YOU HAVE AN EXCELLENT EXPERIENCE WITH DoctorsNYNJ, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR ACCOUNT. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO CREATE OR MAINTAIN AN ACCOUNT WITH THE SITE OR THE SERVICES, OR (b) $100; EXCEPT THAT, FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE TRANSACTION PROCESSING SERVICES , IN NO EVENT SHALL OUR CUMULATIVE LIABILITY THEREOF REGARDLESS OF THE FORM OF ACTION EXCEED THE TOTAL AMOUNT OF TRANSACTION PROCESSING FEES, IF ANY, REMITTED TO AND RETAINED BY DoctorsNYNJ FOR PROVIDING TRANSACTION PROCESSING SERVICES FOR APPOINTMENTS MADE BY YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE APPLICABLE CLAIM. IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14. TERMINATION

If you’re not using the Service appropriately, we’ll want to work with you to set things straight. But we reserve the right, if we determine it is best, to terminate, suspend and/or deactivate your account immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site or through the Services by you or by someone using your Credentials. We may also terminate, suspend or deactivate your account for any other reason, including inactivity for an extended period. DoctorsNYNJ shall not be liable to you or any third party for any termination, suspension or deactivation of your access to the Site and/or the Services. Further, you agree not to attempt to use the Site and/or the Services after any such termination, suspension or deactivation (provided, in the case of deactivation due exclusively to your inactivity, you may be permitted to create another account). Sections 1, 2, 3, 4, 6, 8, 10, 11, 12, 13, 14, 15, and 16 shall survive any termination or expiration of these Terms of Use.

15. INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent and other affiliates, from all liabilities, claims, demands and expenses, including attorney’s fees, that arise from or are related to (a) your use of the Site and/or Services, or (b) the violation of this Agreement (including without limitation the Terms of Use, the Acceptable Use Policy), or of any intellectual property or other right of any person or entity, by you or any person using your Credentials. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

16. MISCELLANEOUS

16.1 Electronic Contracting; Copyright Dispute Your affirmative act of using the Services and/or creating an account constitutes your electronic signature to this Agreement, which includes our Privacy Policy, Acceptable Use Policy, and your consent to enter into such agreements with us electronically. Please review our Acceptable Use Policy for our copyright dispute policy.

16.2 Changes to These Terms of Use We may change these Terms of Use and the other documents that are part of the Agreement at any time, as we reasonably deem appropriate. Upon any such change, we will post the amended terms on the Site; we may also attempt to notify you in some other way. Your continued use of the Site and/or the Services following such posting shall constitute your affirmative acknowledgement of the Terms of Use or other applicable Agreement document, the modification, and agreement to abide and be bound by the Terms of Use or other applicable Agreement document, as amended. We encourage you to periodically review these Terms of Use and the Agreement. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT THESE TERMS OF USE OR THE AGREEMENT, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE SITE AND THE SERVICES.

16.3 Limitation of Claims No action arising under or in connection with this Agreement, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.

16.4 Choice of Law; Arbitration Clause and Class Action Waiver – Important – Please Review as This Affects Your Legal Rights We hope that we can work out any disagreements you might have with DoctorsNYNJ. But if there is a dispute that needs to be further resolved, that process will take place according to this section. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New Jersey as applied to contracts made and to be performed entirely within New Jersey, without giving effect to the state’s conflicts of law statute. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement to arbitrate. YOU ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use or the Agreement.

16.5 Entire Agreement This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, each of which are incorporated herein by reference, including the Privacy Policy, the Acceptable Use Policy, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of DoctorsNYNJ to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

16.6 Headings The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.

16.7 Assignment We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.

16.8 Eligibility You must be 18 years of age or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to create an account with us or use the Site and the Services. Those under the age of 18 may not use the Site or Services. Parents or legal guardians of a child under the age of 18 may use the Site or Services on behalf of such minor child. By using the Site or Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child, and that all references in these Terms of Use to “you” shall refer to such child or such other individual on whose behalf you have authorization to enter into these Terms of Use and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual. If you do not qualify under these Terms of Use, do not use the Site or Services. Use of the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use. The Site is administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the user’s own risk. Users are responsible for compliance with any local, state or federal laws applicable to their use of the Services or the Site.

DoctorsNYNJ is always looking for new ways to give power to the patient. That’s why we’re constantly innovating! This document, alongside our Terms of Use, Privacy Policy, and Acceptable Use Policy, explains how our new products and features may be used. These Terms are incorporated by reference into DoctorsNYNJ, Inc.’s (“DoctorsNYNJ,” “we,” or “us”) Terms of Use and govern your use of certain portions of the Site and Services (as such terms are defined in the Terms of Use). Any capitalized term used but not defined in these Terms shall have the meaning in our Terms of Use. BY USING OR OTHERWISE ACCESSING THE SERVICES, AND/OR BY REGISTERING WITH US, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE WITH THESE TERMS, YOU CANNOT USE THE SERVICES. 1. PAYMENT AND TRANSACTION PROCESSING 1.1 Payment and Transaction Processing Generally. You may be permitted to use the Services to pay for Designated Provider Services (as defined below), other products or services provided by the applicable Healthcare Provider, and/or other payment obligations, including, for example, your insurance copayments. In connection with such payments, we process your payment card information in accordance with our Privacy Policy. DoctorsNYNJ and/or its payment processing partner may collect from the applicable Healthcare Provider a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment. 1.2 Designated Provider Services. Certain Healthcare Providers may provide through the Services price information for their healthcare and related products and services (“Designated Provider Services”), and permit you to use the Services to pay for such Designated Provider Services. Prior to scheduling an appointment for Designated Provider Services, please carefully review (a) the price information, and (b) all of the products and services that are included and excluded in each Designated Provider Service. Healthcare Providers are required to provide the applicable Designated Provider Service at or below the price indicated at the time of scheduling (“Designated Price”), unless you separately agree otherwise. Services in addition to or different from Designated Provider Services may be available, offered or rendered by Healthcare Providers. You and your Healthcare Providers are responsible for agreeing to any or different services. WE ARE NOT RESPONSIBLE FOR YOUR OR ANY HEALTHCARE PROVIDER’S FAILURE TO AGREE TO ANY OR DIFFERENT SERVICES. 1.3 Payment of Your Financial Obligations Under Your Insurance Coverage and Benefits. Certain Healthcare Providers may permit you to use the Services to pay for all or a portion of your financial obligations under your insurance coverage and benefits (the “Insurance Payment Services”). While we endeavor to use reasonable efforts to validate the Insurance Content (as defined in the Terms of Use) (for example, your copayment obligation), we make no guarantees and disclaim all warranties that the Insurance Content is correct since the Insurance Content is provided by the insurance provider or via a third-party clearinghouse. Please also keep in mind that (a) the Insurance Content is constantly being updated (for example, to reflect amounts you may have paid earlier towards your deductible), (b) you are likely to receive an explanation of benefits (or similar document) from you insurance company after you receive your Healthcare Provider’s services, and (c) you may owe your Healthcare Provider more than the amount you paid through the Insurance Payment Services. 1.4. Transaction Processing. The transaction processing fee for the Transaction Processing Services reflects the fair market value for the Transaction Processing Services provided by DoctorsNYNJ and its payment processing partner. Healthcare Providers may separately charge you for or different products or services. You acknowledge and agree that: (a) you are responsible for and you will pay the Designated Price for the Designated Provider Services charged through DoctorsNYNJ by the applicable Healthcare Provider, as well as other amounts the applicable Healthcare Provider may charge through DoctorsNYNJ for any or different services rendered during or related to the applicable appointment; (b) you remain responsible for paying all amounts required by law and/or contract (e.g., health plan agreement), including all cost-sharing obligations (such as, but not limited to, copayments, deductibles and other coinsurance obligations); (c) DoctorsNYNJ may process your payment, and may do so in collaboration with our payment processing partner; (d) DoctorsNYNJ is not responsible for any charges incurred for any products or services provided by Healthcare Provider, including any Designated Provider Service; (e) DoctorsNYNJ is not responsible for any charges submitted for processing by Healthcare Providers; (f) in the event you dispute any fees chargeable or charged through DoctorsNYNJ by a Healthcare Provider, you will resolve such dispute directly with the applicable Healthcare Provider; (g) by using the Transaction Processing Services, you accept the terms of use and privacy policy of our payment processing partner with respect to Transaction Processing Services; and (h) you will promptly review all charges processed through the Transaction Processing Services, and immediately notify DoctorsNYNJ to the extent you have any questions, concerns or disputes; in no event may you raise any questions, concerns or disputes after twelve (12) months from the date of the applicable transaction; and You further acknowledge and agree that: neither DoctorsNYNJ nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to: (A) if you have not provided us with accurate, current and complete payment information; (B) if you do not have sufficient available funds or available credit to complete the transaction; (C) if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity; (D) if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason; (E) if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or (F) if we terminate or suspend the services we provide to the applicable Healthcare Provider. 2. SMS/TEXT COMMUNICATIONS We may send communications to you on your mobile telephone by SMS or text message. Message and data rates from your mobile telephone service provider may apply and are subject to the terms and conditions imposed by your provider. 3. THIRD PARTY SOFTWARE We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third party software is subject to any and all applicable terms and conditions governing such use provided by the third party software provider. Where applicable, notices relating to the third party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third party software. 4. APPLE DEVICE AND APPLICATION TERMS In the event you are accessing the Services via an application (“Application”) on a device provided by Apple, Inc. (“Apple”) or an Application obtained through the Apple App Store, the following shall apply: (a) both you and DoctorsNYNJ acknowledge that the Agreement (as defined in the Terms of Use) are concluded between you and DoctorsNYNJ only, and not with Apple, and that Apple is not responsible for the Application or the Content; (b) the Application is licensed to you pursuant to the terms and conditions set forth in the Agreement solely to be used in connection with the Service for your private, personal, non-commercial use; (c) you will only use the Application in connection with an Apple device that you own or control; (d) you acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; (e) in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application; (f) you acknowledge and agree that DoctorsNYNJ, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application; (g) you acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Apple will not be responsible for the investigation, defense, settlement and discharge of any such infringement claim; (h) you represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; (i) both you and DoctorsNYNJ acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and (j) both you and DoctorsNYNJ acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of certain terms the Agreement to the extent such terms relate to an Application on a device provided by Apple or an Application obtained through the Apple App Store, and that upon your acceptance of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce such terms of the Agreement against you as the third party beneficiary hereof. 5. SURVIVAL Sections 1.4, 4 and 6 shall survive any termination or expiration of these Terms and/or the Agreement. 6. UPDATES AND CHANGES TO THESE TERMS The effective date of these Terms is set forth at the top of this webpage. We will notify you of any material change by posting notice on this webpage. Your continued use of the Services after the effective date constitutes your acceptance of the amended Terms. We encourage you to periodically review this page for the latest information on any of the Services. The amended Terms supersedes all previous versions. IF YOU DO NOT AGREE TO FUTURE CHANGES TO THESE TERMS, YOU MUST STOP USING THE SERVICES AFTER THE EFFECTIVE DATE OF SUCH CHANGES.

Effective Date: May 17, 2018

Here at DoctorsNYNJ, we’re committed to making our service safe, caring, and accessible for everyone. That’s why we created this document, which explains the rules for using DoctorsNYNJ. Thank you for reading, and for helping us deliver a better healthcare experience!

This Acceptable Use Policy (“AUP”) is incorporated by reference into DoctorsNYNJ, Inc.’s (“DoctorsNYNJ,” “we,” or “us”) Terms of Use and governs your use of the Site and Services (as such terms are defined in the Terms of Use). Any capitalized term used but not defined in this AUP shall have the meaning in our Terms of Use. BY USING OR OTHERWISE ACCESSING THE SERVICES, AND/OR BY REGISTERING WITH US, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AUP, UNDERSTAND ITS TERMS, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH THIS AUP, YOU CANNOT USE THE SERVICES.

1. RESTRICTED USES

You agree not to use the Services in any unlawful, infringing, tortious or harmful manner; in any way that violates another party's intellectual property, privacy or other rights; or in any way that otherwise interferes with the operation, use or enjoyment of any service, system or other property.

Without limiting any of the foregoing, you agree that you shall not (and you agree not to allow any third party to):

  • copy, modify, adapt, translate, or reverse engineer any Content (as defined in the Terms of Use) or portion of the Site, its content or materials and/or the Services;
  • remove any copyright, trademark or other proprietary rights notices contained in or on the Site and/or the Services or in or on any Content;
  • use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site and/or the Services;
  • access or retrieve any Content or portion of the Site and/or the Services for purposes of constructing or populating a searchable database of reviews or other Content related to the healthcare industry or Healthcare Providers (as defined in the Terms of Use);
  • reformat or frame any Content or portion of the web pages that are part of the Site and/or the Services;
  • fraudulently or intentionally misuse the Services, including without limitation scheduling an appointment with a Healthcare Provider which you do not intend to keep, or scheduling an appointment for Designated Provider Services (as defined in the Additional Terms) which you do not intend to pay using the Transaction Processing Services (as defined in the Additional Terms);
  • create user accounts, book appointments or submit Posted Information by automated means or under false or fraudulent pretenses;
  • collect or store personal data about other users in connection with the prohibited activities described in this paragraph; or
  • use any means, including software means, to conduct web scraping of any portion of the Site, its content or materials and/or the Services.

No Spam

You may not use contact information provided by our users or Healthcare Providers, or harvest such information for the purpose of sending, or to facilitate the sending of, unsolicited bulk communications, such as SPAM. You may not allow others to use your account to violate the terms of this section. We may immediately terminate your registration or access to the Services and take other legal action if you or anyone using your Credentials violates these provisions.

2. USER CONTENT

Pursuant to the Terms of Use, you may submit feedback, submit inquiries and to participate in the other interactive and community features of the Site (collectively “Posted Information”). In providing feedback, please give clear, honest information about the Healthcare Provider and your experiences, but do not use inappropriate language, make gratuitous personal criticisms or comments or provide information that others could use to determine your identity. When participating in interactive or community aspects of the Service, please do not post any information that another user or Healthcare Provider may use to individually identify you, but please do include all relevant information in a concise manner to help us provide you with a helpful response.

We reserve the right to publish your Posted Information as part of the Services and to also remove your Posted Information for any reason. We are not, however, responsible for any failure or delay in posting or removing Posted Information. Keep in mind that the Posted Information of others is simply opinion and should not be relied on.

Without limiting the generality of the foregoing:

• You are solely responsible for any Posted Information that you submit, publish or display through the Services or transmit to other members and/or other users of the Site.
• You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. You may not submit any content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party.
• You may not provide any Posted Information that falsely expresses or implies that such content or material is sponsored or endorsed by DoctorsNYNJ.
• You may not provide any Posted Information that is unlawful or that promotes or encourages illegal activity.
• You understand and agree that DoctorsNYNJ may (but is not obligated to) review and delete any Posted Information that in the sole judgment of DoctorsNYNJ violates the Terms of Use or this AUP, or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users or members of the Services and/or other website users.
• You agree that you will only provide Posted Information that you believe to be true.
• You may not submit Posted Information that:
   o is false, deceptive or misleading;
  o harasses or advocates harassment of another person;
  o involves the transmission of unsolicited mass mailing or "spamming";
  o violates, infringes or misappropriates the intellectual property or other rights of any person;
  o violates antitrust, competition, or consumer protection laws;
  o is threatening, abusive, obscene, defamatory or libelous; or
  o is pornographic or sexually explicit in nature.

The foregoing is a partial list of the kind of content and communications that are illegal or prohibited on/through the Site. DoctorsNYNJ reserves the right to investigate and take appropriate legal action in accordance with the Terms of Use.

3. UPDATES AND CHANGES TO THE ACCEPTABLE USE POLICY

The effective date of this Acceptable Use Policy is set forth at the top of this webpage. We will notify you of any material change by posting notice on this webpage. Your continued use of the Services after the effective date constitutes your acceptance of the amended Acceptable Use Policy. We encourage you to periodically review this page for the latest information on acceptable uses of the Services. The amended Acceptable Use Policy supersedes all previous versions. IF YOU DO NOT AGREE TO FUTURE CHANGES TO THIS ACCEPTABLE USE POLICY, YOU MUST STOP USING THE SERVICES AFTER THE EFFECTIVE DATE OF SUCH CHANGES.

DoctorsNYNJ offers services, such as helping you to find and learn about nearby healthcare providers, booking appointments with the healthcare provider(s) of your choice (each, “Your Healthcare Provider”) and managing and forwarding your health history forms and other health-related information to share with Your Healthcare Providers (“DoctorsNYNJ Services”). As part of providing the DoctorsNYNJ Services, DoctorsNYNJ may collect, use, share, and exchange your health history forms and other health-related information with Your Healthcare Providers. Under a federal law called the Health Insurance Portability and Accountability Act (“HIPAA”), some of this health and health-related information may be considered “protected health information” or “PHI” if such information is received from or on behalf of Your Healthcare Providers.

Safeguards for PHI

HIPAA protects the privacy and security of your PHI by limiting the uses and disclosures of PHI by most healthcare providers and by health plans (called “Covered Entities”) as well as companies, like DoctorsNYNJ, that provide certain types of assistance to Covered Entities (called “Business Associates”). Under certain circumstances described in HIPAA, an individual needs to sign an Authorization form before a Covered Entity, like Your Healthcare Provider(s), can disclose protected health information to a third party.

Non-Protected Health Information

As a condition of creating your DoctorsNYNJ account, you are required to read and agree to DoctorsNYNJ’s Privacy Policy. DoctorsNYNJ’s Privacy Policy explains how DoctorsNYNJ processes and shares information received from you that is not covered by HIPAA (“Non-PHI”).

Your PHI Authorization

The purpose of this DoctorsNYNJ Authorization (“Authorization”) is to request your written permission to allow DoctorsNYNJ to use and disclose your PHI in the same way as we use and disclose your Non-PHI. If DoctorsNYNJ is a Business Associate of Your Healthcare Providers, DoctorsNYNJ needs your Authorization to be able to use and disclose your PHI in the same way it can currently use and disclose your Non-PHI when DoctorsNYNJ is not working on behalf of Your Healthcare Providers, but is instead working on its own behalf. Therefore, when DoctorsNYNJ relies on this Authorization, and uses and discloses PHI as described in this Authorization, it is not working as a Business Associate and the HIPAA requirements that apply to Business Associates will not apply to such uses and disclosures.

If you e-sign this Authorization, you give your permission to DoctorsNYNJ to retain your PHI and to use and/or disclose your PHI in the same way that you have agreed that your Non-PHI can be used and disclosed.

Specifically, you agree that DoctorsNYNJ can use your PHI to:


• enable and customize your use of the DoctorsNYNJ Services;
• provide you alerts or other DoctorsNYNJ Services regarding future appointments;
• notify you regarding providers we think you may be interested in learning more about;
• share information with you regarding services, products or resources about which we think you may be interested in learning more;
• provide you with updates and information about the DoctorsNYNJ Services;
• market to you about DoctorsNYNJ and third party products and services;
• conduct analysis for DoctorsNYNJ’s business purposes;
• support development of the DoctorsNYNJ Services; and
• create de-identified information and then use and disclose this information in any way permitted by law, including to third parties in connection with their commercial and marketing efforts.

You also agree that DoctorsNYNJ can disclose your PHI to:
• third parties assisting DoctorsNYNJ with any of the uses described above;
• Your Healthcare Providers to enable them to refer you to, and make appointments with, other providers on your behalf, or to perform an analysis on potential health issues or treatments, provided that you choose to use the applicable DoctorsNYNJ Service;
• a third party as part of a potential merger, sale or acquisition of DoctorsNYNJ;
• our business partners who assist us by performing core services (such as hosting, billing, fulfillment, or data storage and security) related to the operation or provision of our services, even when DoctorsNYNJ is no longer working on behalf of Your Healthcare Providers;
• a provider of medical services, in the event of an emergency; and
• organizations that collect, aggregate and organize your information so they can make it more easily accessible to your providers.

Redisclosure

If DoctorsNYNJ discloses your PHI, DoctorsNYNJ will require that the person or entity receiving your PHI agrees to only use and disclose your PHI to carry out its specific business obligations to DoctorsNYNJ or for the permitted purpose of the disclosure (as described above). DoctorsNYNJ cannot, however, guarantee that any such person or entity to which DoctorsNYNJ discloses your PHI or other information will not re-disclose it in ways that you or we did not intend or permit.

Expiration and Revocation of Authorization

Your Authorization remains in effect until you provide written notice of revocation to DoctorsNYNJ.

YOU CAN CHANGE YOUR MIND AND REVOKE THIS AUTHORIZATION AT ANY TIME AND FOR ANY (OR NO) REASON.

If you wish to revoke this Authorization, you must notify DoctorsNYNJ by submitting a revocation through your account settings page. Your decision not to execute this Authorization or to revoke it at any time will not affect your ability to use certain of the DoctorsNYNJ Services. A Revocation of Authorization is effective after you submit it to DoctorsNYNJ, but it does not have any effect on DoctorsNYNJ’s prior actions taken in reliance on the Authorization before revoked.

Once DoctorsNYNJ receives your Revocation of Authorization, DoctorsNYNJ can only use and disclose your PHI as permitted in DoctorsNYNJ’s agreements with Your Healthcare Provider(s). Your Revocation of Authorization does not affect DoctorsNYNJ’s use of your Non-PHI.

We will make available to Your Healthcare Provider(s), current and past, your agreement to or revocation of this Authorization.

Our company’s most important value is ‘Patients First’, which means that we are committed to protecting your privacy and we take great care with your personal information. This policy will help you understand how we use and protect your data. If you have any questions, feel free to contact us at info@doctorsnynj.com. You can also learn more at DoctorsNYNJ.com/trust. Thank you so much for choosing DoctorsNYNJ.

Effective Date: May 17, 2018

1. Introduction

DoctorsNYNJ, Inc. (“us,” “we,” or “DoctorsNYNJ”) is committed to respecting the privacy rights of our customers, visitors, and other users of DoctorsNYNJ.com (the “Site”) and related websites, applications, services and mobile applications provided by DoctorsNYNJ and on/in which this Privacy Policy is posted or referenced (collectively, the “Services”). We created this Privacy Policy (“Privacy Policy”) to give you confidence as you use the Services and to demonstrate our commitment to the protection of privacy. This Privacy Policy is only applicable to the Services. This Privacy Policy does not apply to any other website or digital service that you may be able to access through the Services or any website or digital services of DoctorsNYNJ’s business partners, each of which may have data collection, storage and use practices and policies that may differ from this Privacy Policy. Your use of the Services is governed by this Privacy Policy and the Agreement (as the term “Agreement” is defined in our Terms of Use). Any capitalized term used but not defined in this Privacy Policy shall have the meaning in the Agreement.

BY USING THE SERVICES, YOU AGREE TO THE PRACTICES AND POLICIES OUTLINED IN THIS PRIVACY POLICY AND YOU HEREBY CONSENT TO THE COLLECTION, USE, AND SHARING OF YOUR INFORMATION AS DESCRIBED IN THIS PRIVACY POLICY. IF YOU DO NOT AGREE WITH THIS PRIVACY POLICY, YOU CANNOT USE THE SERVICES. IF YOU USE THE SERVICES ON BEHALF OF SOMEONE ELSE (SUCH AS YOUR CHILD) OR AN ENTITY (SUCH AS YOUR EMPLOYER), YOU REPRESENT THAT YOU ARE AUTHORIZED BY SUCH INDIVIDUAL OR ENTITY TO ACCEPT THIS PRIVACY POLICY ON SUCH INDIVIDUAL’S OR ENTITY’S BEHALF.

2. Information We Collect

2.1 Personal Information Generally

Some of the Services require us to learn more about you so that we can best meet your needs. When you access the Services, we may ask you to voluntarily provide us certain information that personally identifies you or could be used to personally identify you (“Personal Information”). Personal Information includes (but is not limited to) the following categories of information: (1) contact data (such as your e-mail address and phone number); (2) demographic data (such as your gender, your date of birth and your zip code); (3) insurance data (such as your insurance carrier, insurance plan, member ID, group ID and payer ID); (4) medical data (such as the doctors, dentists or other healthcare specialists, professionals, providers, or organizations (collectively, “Healthcare Providers”) you have visited, your reasons for visit, your dates of visit, your medical history, and other medical and health information you choose to share with us); and (5) other identifying information that you voluntarily choose to provide to us, including without limitation unique identifiers such as passwords, and Personal Information in emails or letters that you send to us. We may also collect additional information, which may be Personal Information, as otherwise described to you at the point of collection or pursuant to your consent. You may still access and use some of the Services if you choose not to provide us with any Personal Information, but features of the Services that require your Personal Information will not be accessible to you.

2.2 Billing, Collection and Payment Information

When you make a payment through our Services to a Healthcare Provider (as further described in and subject to other provisions of the Agreement), your payment card information is processed by our payment processing partner, such as PAYPAL. Our payment processing partner collects your voluntarily provided payment card information necessary to process your payment. Such partner’s use and storage of information it collects is governed by its applicable terms of service and privacy policy. The information we store includes your payment card type and the last four digits of the payment card.

2.3 Traffic Data

We also may automatically collect certain data when you use the Services, such as (1) IP address; (2) domain server; (3) type of device(s) used to access the Services; (4) web browser(s) used to access the Services; (5) referring webpage or other source through which you accessed the Services; (6) geolocation information; and (7) other statistics and information associated with the interaction between your browser or device and the Services (collectively “Traffic Data”). Depending on applicable law, some Traffic Data may be Personal Information.

2.4 HIPAA and PHI

Under a federal law called the Health Insurance Portability and Accountability Act (“HIPAA”), some demographic, health and/or health-related information that DoctorsNYNJ collects as part of providing the Services may be considered “protected health information” or “PHI.” Specifically, when DoctorsNYNJ receives identifiable information about you from or on behalf of your Healthcare Providers, this information is considered PHI.

HIPAA provides specific protections for the privacy and security of PHI and restricts how PHI is used and disclosed. DoctorsNYNJ may only use and disclose your PHI in the ways permitted by your Healthcare Provider(s). In addition, you may be asked to e-sign the DoctorsNYNJ authorization (the “DoctorsNYNJ Authorization”). Your decision to e-sign the DoctorsNYNJ Authorization is entirely voluntary. If you choose to e-sign the DoctorsNYNJ Authorization, you agree that DoctorsNYNJ may use and disclose your PHI in the same way it uses and discloses your Personal Information that is not PHI. These uses and disclosures are described in this Privacy Policy. To the extent any provision in the DoctorsNYNJ Authorization is inconsistent with this Privacy Policy or other provisions of the Agreement, then the provision in the DoctorsNYNJ Authorization only controls with respect to your PHI. If you do not e-sign the DoctorsNYNJ Authorization, then your Personal Information that is not PHI is governed by this Privacy Policy and your Personal Information that is PHI is used and disclosed only as permitted by your Healthcare Provider(s).

3. How We Collect Information

We collect information (including Personal Information and Traffic Data) when you use and interact with the Services, and in some cases from third party sources. Such means of collection include:


• When you use the Services’ interactive tools and services, such as searching for Healthcare Providers, searching for available appointments with Healthcare Providers and completing medical history forms (“Medical History Forms”) prior to Healthcare Provider appointments;
• When you voluntarily provide information in free-form text boxes through the Services or through responses to surveys, questionnaires and the like;
• If you download and install certain applications and software we make available, we may receive and collect information transmitted from your computing device for the purpose of providing you the relevant Services, such as information regarding when you are logged on and available to receive updates or alert notices;
• If you download our mobile application or use a location-enabled browser, we may receive information about your location and mobile device, as applicable;
• Through cookies, web beacons, website analytics services and other tracking technology (collectively, “Tracking Tools”), as described below; and
• When you use the “Contact Us” function on the Site, send us an email or otherwise contact us.

4. Tracking Tools and “Do Not Track”

4.1. Tracking Tools

We may use tools outlined below in order to provide our Services to, advertise to, and to better understand users.

Cookies: “Cookies” are small computer files transferred to your computing device that contain information such as user ID, user preferences, lists of pages visited and activities conducted while using the Services. We use Cookies to improve or tailor the Services or customize advertisements by tracking navigation habits, measuring performance, storing authentication status so re-entering credentials is not required, customizing user experiences with the Services and for analytics and fraud prevention.

For more information on cookies, visit http://www.allaboutcookies.org.


• Web Beacons: “Web Beacons” (a.k.a. clear GIFs or pixel tags) are tiny graphic image files embedded in a web page or email that may be used to collect information about the use of our Services, the websites of selected advertisers and the emails, special promotions or newsletters that we send. The information collected by Web Beacons allows us to analyze how many people are using the Services, using selected publishers’ websites or opening emails, and for what purpose, and also allows us to enhance our interest-based advertising (discussed further below).
• Website Analytics: We may use third-party website analytics services in connection with the Services, including, for example, to register mouse clicks, mouse movements, scrolling activity and text typed into the Site. We use the information collected from these services to help make the Services easier to use and as otherwise set forth in Section 5 (Use of Information).These website analytics services generally do not collect Personal Information unless you voluntarily provide it and generally do not track your browsing habits across websites that do not use their services.
• Mobile Device Identifiers: As with other Tracking Tools, mobile device identifiers help DoctorsNYNJ learn more about our users’ demographics and internet behaviors. Mobile device identifiers are data stored on mobile devices that may track mobile device and data and activities occurring on and through it, as well as the applications installed on it. Mobile device identifiers enable collection of Personal Information (such as media access control, address and location) and Traffic Data.
• Cross Device Matching: To determine if users have interacted with content across multiple devices and to match such devices, we may work with partners who analyze device activity data and/or rely on your information (including demographic, geographic and interest-based data). To supplement this analysis, we may also provide de-identified data these partners. Based on this data, we may then display targeted advertisements across devices that we believe are associated or use this data to further analyze usage of Services across devices.

4.2. Tracking Tools

We may use a type of advertising commonly known as interest-based or online behavioral advertising. This means that some of our partners use Tracking Tools to display DoctorsNYNJ ads on other websites or services based on information about your use of the Services or your interests (as inferred from online activity). Such partners may include third-party service providers, advertisers, advertising networks or platforms, and agencies. Other Tracking Tools used by our partners may collect information when you use the Services, such as IP address, mobile device ID, operating system, browser, web page interactions, geographic location and demographic information, such as gender and age range. These Tracking Tools help DoctorsNYNJ learn more about our users’ demographics and internet behaviors.

4.3. Options for Opting out of Cookies and Mobile Device Identifiers

Some web browsers (including some mobile web browsers) allow you to reject Cookies or to alert you when a Cookie is placed on your computer, tablet or mobile device. You may be able to reject mobile device identifiers by activating the appropriate setting on your mobile device. Although you are not required to accept DoctorsNYNJ’s Cookies or mobile device identifiers, if you block or reject them, you may not have access to all features available through the Services.

You may opt out of receiving certain Cookies and certain trackers by visiting the Network Advertising Initiative (NAI) opt out page or the Digital Advertising Alliance (DAA) consumer opt-out page, or by installing the DAA’s AppChoice app (for iOS; for Android) on your mobile computing device. When you use these opt-out features, an “opt-out” Cookie will be placed on your computer, tablet or mobile computing device indicating that you do not want to receive interest-based advertising from NAI or DAA member companies. If you delete Cookies on your computer, tablet or mobile computing device, you may need to opt out again. For information about how to opt out of interest-based advertising on mobile devices, please visit http://www.applicationprivacy.org/expressing-your-behavioral-advertising-choices-on-a-mobile-device. You will need to opt out of each browser and device for which you desire to apply these opt-out features.

Please note that even after opting out of interest-based advertising, you may still see DoctorsNYNJ advertisements that are not interest-based (i.e., not targeted toward you). Also, opting out does not mean that DoctorsNYNJ is no longer using Tracking Tools — DoctorsNYNJ still may collect information about your use of the Services even after you have opted out of interest-based advertisements and may still serve advertisements to you via the Services based on information it collects via the Services.

4.4. How DoctorsNYNJ Responds to Browser “Do Not Track” (DNT) Signals

Some web browsers (including Safari, Internet Explorer, Firefox and Chrome) incorporate a “Do Not Track” (DNT) or similar feature that signals to websites that a visitor does not want to have his/her online activity and behavior tracked. If a website operator elects to respond to a particular DNT signal, the website operator may refrain from collecting certain Personal Information about the browser’s user. Not all browsers offer a DNT option and there is currently no industry consensus as to what constitutes a DNT signal. For these reasons, many website operators, including DoctorsNYNJ, do not proactively respond to DNT signals. For more information about DNT signals, visit http://allaboutdnt.com.

5. Use of Information

We may use information that is neither Personal Information nor PHI (including non-PHI Personal Information that has been de-identified and/or aggregated) to better understand who uses DoctorsNYNJ and how we can deliver a better healthcare experience (for example, testing different kinds of emails has helped us understand when and how patients prefer to get Wellness Reminders for preventive care), or otherwise at our discretion.

We use information, including Personal Information, to provide the Services and to help improve the Services, to develop new services, and to advertise (for example, to display DoctorsNYNJ ads on other websites). Such use may include:


• Providing you with the products, services and information you request;
• Responding to correspondence that we receive from you;
• Contacting you when necessary or requested, including to remind you of an upcoming appointment;
• Providing, maintaining, administering or expanding the Services, performing business analyses, or for other internal purposes to support, improve or enhance our business, the Services, and other products and services we offer;
• Customizing or tailoring your experience of the Services, which may include sending customized messages or showing you Sponsored Results;
• Notifying you about certain resources, Healthcare Providers or services we think you may be interested in learning more about;
• Sending you information about DoctorsNYNJ or our products or Services;
• Sending emails and other communications that display content that we think will interest you and according to your preferences;
• Combining information received from third parties with information that we have from or about you and use the combined information for any of the purposes described in this Privacy Policy;
• Showing you advertisements, including interest-based or online behavioral advertising;
• Using statistical information that we collect in any way permitted by law, including from third parties in connection with their commercial and marketing efforts; and
• Fulfilling our legally required obligations, such as preventing, detecting and investigating security incidents and potentially illegal or prohibited activities.

6. Disclosure of Information

In certain circumstances, and in order to perform the Services, we may disclose certain information that we collect from you:


• We may share your Personal Information with Healthcare Providers with whom you choose to schedule through the Services. For example, if you complete a Medical History Form using the Services in advance of an appointment and elect to share it with your selected Healthcare Provider, we may share your Medical History Form with such selected Healthcare Providers.
• Provided that you choose to use the applicable Services, we may share your Personal Information with your Healthcare Providers to enable them to refer you to and make appointments with other Healthcare Providers on your behalf or to perform analyses on potential health issues or treatments.
• We may share your Personal Information with Healthcare Providers in the event of an emergency.
• To make your information more securely and easily accessible to your Healthcare Providers, we may share your Personal Information with Health Information Exchanges and related organizations that collect and organize your information (such as Regional Health Information Organizations). The goal of such organizations is to facilitate access to health information to improve the safety, quality, and efficiency of patient-centered care. More information on Health Information Exchanges can be found www.healthit.gov/HIE
• We do not sell email addresses to third parties. We may share your Personal Information with our partners to customize or display our advertising.
• We may share your Personal Information and Traffic Data with our partners who perform operational services (such as hosting, billing, fulfillment, data storage, security, insurance verification, Website analytics, or ad serving) and/or who make certain services, features or functionality available to our users.
• We may share your Personal Information with the insurance provider you identify to us (and via our partners) to determine eligibility and cost-sharing obligations, and otherwise obtain benefit plan information on your behalf.
• We may transfer your information to another company in connection with a merger, sale, acquisition or other change of ownership or control by or of DoctorsNYNJ (whether in whole or in part). Should one of these events occur, we will make reasonable efforts to notify you before your information becomes subject to different privacy and security policies and practices.

We also may need to disclose your Personal Information or any other information we collect about you if we determine in good faith that such disclosure is needed to: (1) comply with or fulfill our obligations under applicable law, regulation, court order or other legal process; (2) protect the rights, property or safety of you, DoctorsNYNJ or another party; (3) enforce the Agreement or other agreements with you; or (4) respond to claims that any posting or other content violates third-party rights.

We may disclose information that is neither Personal Information nor PHI (including non-PHI Personal Information that has been de-identified and/or aggregated) at our discretion.

7. Public Information

You agree that any information that you may reveal in a review posting or online discussion or forum is intentionally open to the public and is not in any way private. We recommend that you carefully consider whether to disclose any Personal Information in any public posting or forum. What you have written may be seen and/or collected by third parties and may be used by others in ways we are unable to control or predict. You can learn more about our reviews process at DoctorsNYNJ.com/verifiedreviews.

8. Storage and Security of Information

The security of your Personal Information is important to us. We endeavor to follow generally accepted industry standards to protect the Personal Information submitted to us, both during transmission and in storage. For example, when you enter sensitive information on our Site, we encrypt that information using Secure Socket Layer (SSL) technology.

We store and process your information on our servers in the United States. We maintain industry standard backup and archival systems.

Although we make good faith efforts to store Personal Information in a secure operating environment that is not open to the public, we do not and cannot guarantee the security of your Personal Information. If at any time during or after our relationship we believe that the security of your Personal Information may have been compromised, we may seek to notify you of that development. If a notification is appropriate, we will endeavor to notify you as promptly as possible under the circumstances. If we have your e-mail address, we may notify you by e-mail to the most recent e-mail address you have provided us in your account profile. Please keep your e-mail address in your account up to date. You can update that e-mail address anytime in your account profile. If you receive a notice from us, you can print it to retain a copy of it. To receive these notices, you must check your e-mail account using your computer or mobile device and email application software. __You consent to our use of e-mail as a means of such notification. If you prefer for us to use the U.S. Postal Service to notify you in this situation, please e-mail us at info@doctorsnynj.com. __Please include your address when you submit your request. You can make this election any time, and it will apply to notifications we make after a reasonable time thereafter for us to process your request. You may also use this e-mail address to request a print copy, at no charge, of an electronic notice we have sent to you regarding a compromise of your Personal Information.

9. Controlling Your Personal Information & Notifications

If you are a registered user of the Services, you can modify certain Personal Information or account information by logging in and accessing your account. If you wish to close your account, please email us at info@doctorsnynj.com. DoctorsNYNJ will delete your account and the related information at your request as soon as reasonably possible. Please note, however, that DoctorsNYNJ reserves the right to retain information from closed accounts, including to comply with law, prevent fraud, resolve disputes, enforce the Agreement and take other actions permitted by law.

You must promptly notify us if any of your account data is lost, stolen or used without permission.

10. Information Provided on Behalf of Children and Others

The Services are not intended for use by children and children are prohibited from using the Services. DoctorsNYNJ does not knowingly collect any information from children, nor are the Services directed to children.

By accessing, using and/or submitting information to or through the Services, you represent that you are not younger than age eighteen (18). If we learn that we have received any information directly from a child under age eighteen (18) without his/her parent’s written consent, we will use that information only to respond directly to that child (or his/her parent or legal guardian) to inform the child that he/she cannot use the Services, and we will subsequently delete that information.

If you are a parent or legal guardian of a minor child, you may, in compliance with the Agreement, use the Services on behalf of such minor child. Any information that you provide us while using the Services on behalf of your minor child will be treated as Personal Information as otherwise provided herein.

If you use the Services on behalf of another person, regardless of age, you agree that DoctorsNYNJ may contact you for any communication made in connection with providing the Services or any legally required communications. You further agree to forward or share any such communication with any person for whom you are using the Services on behalf.

11. Other Websites

The Services contain links to or embedded content from third party website. A link to or embedded content from a non-DoctorsNYNJ website does not mean that we endorse that website, the quality or accuracy of information presented on the non-DoctorsNYNJ website or the persons or entities associated with the non-DoctorsNYNJ website. If you decide to visit a third party website, you are subject to the privacy policy of the third party website as applicable and we are not responsible for the policies and practices of the third party website. We encourage you to ask questions before you disclose your information to others.

You may have arrived at the Services from, or began your use of the Services at, a third party website, including a third party website that links to DoctorsNYNJ or embeds DoctorsNYNJ content. The presence of such links or content on third party websites does not mean that we endorse that website, the quality or accuracy of information presented on the non-DoctorsNYNJ website or the persons or entities associated with the non-DoctorsNYNJ website. You may be subject to the privacy policy of the third party website as applicable and we are not responsible for the policies and practices of the third party websites. In addition, the policies and practices of third parties do not apply to your information, including Personal Information, obtained pursuant to this Privacy Policy.

12. Updates and Changes to Privacy Policy

The effective date of this Privacy Policy is set forth at the top of this webpage. We will notify you of any material change by posting notice on this webpage. Your continued use of the Services after the effective date constitutes your acceptance of the amended Privacy Policy. We encourage you to periodically review this page for the latest information on our privacy practices. Any amended Privacy Policy supersedes all previous versions. IF YOU DO NOT AGREE TO FUTURE CHANGES TO THIS PRIVACY POLICY, YOU MUST STOP USING THE SERVICES AFTER THE EFFECTIVE DATE OF SUCH CHANGES.

13. Contacts

If you have any comments, concerns or questions about this Privacy Policy, please contact us at

This DoctorsNYNJ User agreement (“Agreement”) contains the terms and conditions that apply to the use by the Practice that you (“User” or “You”) represent of the Services (as defined in Section 1.a) offered by DoctorsNYNJ, Inc. (“DoctorsNYNJ”) (at the URL: http://www.DoctorsNYNJ.com and all affiliated websites and applications owned and operated by DoctorsNYNJ, including any Software (as defined in Section 1.j), (collectively, the “DoctorsNYNJ Site”) and on its partners’ websites, digital platforms and applications (“Partner Sites”)). As used in this Agreement, “Practice” shall mean the entity on behalf of which the User has engaged DoctorsNYNJ to provide the Services, and shall include the totality of all of doctors, dentists, and other healthcare specialist, professional or provider, and staff members (each a “Practice Member”) located in the same office or affiliate offices, provided such affiliates are part of a single affiliated covered entity (as such terms are defined within HIPAA) or an organized health care arrangement or “OCHA” (as such term is defined within HIPAA), for whom an account is created on the DoctorsNYNJ Site by User or who otherwise use the Services, Software and/or the DoctorsNYNJ Site for the purpose set forth in this Agreement. In those instances in which the Practice does not have a separate corporate parent entering into this Agreement on the Practice’s behalf as the User, references to User herein shall also be construed to mean Practice and references to Practice herein shall be construed to mean User. This Agreement hereby incorporates by reference any User order form or User Account Page (collectively, “Order Form”) and any addenda entered into by the parties, as if the terms of such Order Form or addenda, as applicable, were stated herein. BY CLICKING ON THE “ACCEPT” BUTTON OR DOWNLOADING, ACCESSING OR OTHERWISE USING THE SERVICES, SOFTWARE AND/OR THE DoctorsNYNJ SITE, YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE DULY AUTHORIZED TO ENTER INTO AND BIND USER AND PRACTICE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND ACKNOWLEDGE AND AGREE THAT ALL SUCH USE BY USER IS SUBJECT TO SUCH TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS OR ARE NOT AUTHORIZED TO BIND USER, THEN DO NOT CLICK THE “ACCEPT” BUTTON AND USER IS NOT LICENSED OR PERMITTED TO USE THE SERVICES, SOFTWARE AND/OR THE DoctorsNYNJ SITE. ALL OTHER USES OF THE SERVICES, SOFTWARE AND/OR THE DoctorsNYNJ SITE ARE STRICTLY PROHIBITED. 1. DoctorsNYNJ Services. a. Subject to the terms and conditions of this Agreement and payment of the fees set forth in Section 4 and any addendum to this Agreement (if applicable), DoctorsNYNJ will provide a variety of services via the DoctorsNYNJ Site and Partner Sites (“Services”), which may include, but are not limited to, (i) hosting Practice and Practice Member profile web pages, marketing Practice Members and their services on the DoctorsNYNJ Site, health care appointment scheduling services, training, integration to User’s practice management system, and appointment reminders (collectively, the “Marketing and Scheduling Services”); and (ii) billing, collection and payment services (collectively, the “Payment Services”). b. During the Term, and subject to the terms and conditions of this Agreement, DoctorsNYNJ grants User the right to access and use the Services, Software and/or the DoctorsNYNJ Site and to permit its Practice Members, agents and subcontractors the right to access and use the Services, Software and/or the DoctorsNYNJ Site solely on User’s behalf; provided, however, that User shall be responsible for any use of the Services, Software and/or the DoctorsNYNJ Site by such Practice Members, agents and subcontractors. During the Term and subject to the terms and conditions of this Agreement, User grants DoctorsNYNJ the right to access and interact with User’s practice management system, calendar system and patient database (“User’s Systems”), and to copy, extract and use all data necessary to provide the Services. User acknowledges and agrees that DoctorsNYNJ shall not be subject to any terms not set forth herein with respect to User’s Systems, including, but not limited to, any click-through agreements DoctorsNYNJ may be required to accept in connection with its use thereof. User will furnish to DoctorsNYNJ such cooperation, technical assistance, resources and support, as reasonably necessary or appropriate for DoctorsNYNJ to implement and perform the Services. c. User acknowledges and agrees that, in order to provide certain of the Services, DoctorsNYNJ shall, and shall authorize its partners to, make certain Practice information available to DoctorsNYNJ’s end users who have consented to DoctorsNYNJ’s terms of use (by clicking through the terms of use or using the DoctorsNYNJ Site or end-user-facing aspects of the Services) (“Customers”), including, without limitation, (i) the address, phone number, fax and email of the Practice and Practice Members, (ii) information regarding Practice Member appointment availability and National Provider Identifier (“NPI”), (iii) insurance in which each Practice Member participates (i.e., with which each is “in-network”), (iv) general Practice information, and (v) trademarks, logos and such other images and materials that User provides to DoctorsNYNJ (“User Logos”) (collectively, “User Information”). DoctorsNYNJ and its partners may use, modify, display, and reproduce User Information in connection with providing and marketing the Services. User may request that DoctorsNYNJ modify the User Information with additional information, links or services. DoctorsNYNJ may incorporate such modifications and additional information into User’s profile posted on the DoctorsNYNJ Site in DoctorsNYNJ’s sole discretion. d. Each Practice Member shall create and maintain throughout the Term accounts and passwords (“Accounts”) to use the Services, Software and/or the DoctorsNYNJ Site, including uploading, reviewing, and updating User Information via the DoctorsNYNJ Site. Account information shall be held in strict confidence by User and Practice Members and User will be solely responsible for any disclosures of its Account information or use thereof by any unauthorized party. User shall immediately notify DoctorsNYNJ at info@doctorsnynj.com: (i) following any unauthorized use, access or other compromise of an Account (including any password), and (ii) when a Practice Member leaves, is no longer employed or otherwise ceases to be part of any Practice. e. DoctorsNYNJ reserves the right to disable any Account upon its reasonable belief that the security with respect to that Account has likely been or will be compromised. f. DoctorsNYNJ solicits feedback from Customers who use the DoctorsNYNJ Site, and DoctorsNYNJ may, in its sole discretion, make this feedback available through posting on the DoctorsNYNJ Site and/or Partner Sites in accordance with the terms of use governing such websites. DoctorsNYNJ shall have no liability to User with respect to, and User hereby releases DoctorsNYNJ from all claims related to, arising from or in connection with Customer feedback. DoctorsNYNJ may, but has no obligation to, remove any Customer feedback in DoctorsNYNJ’s sole discretion. Information provided by or about Customers or associated with Customers that is contained in or part of Customer feedback is Customer Personal Information (as defined in Section 1.g) but is not PHI (as the term is defined in Section 12.e) and is collected solely at the discretion of DoctorsNYNJ and not on behalf of User. g. DoctorsNYNJ may send information, including, but not limited to, information regarding DoctorsNYNJ, the Services and/or certain resources, to NonDoctorsNYNJ Patients (as defined in Section 3.a). h. DoctorsNYNJ will maintain Customer consent for the use and disclosure of a Customer’s health care or medical history, and other personal information (collectively, “Customer Personal Information”) in connection with the Services, whether in paper or electronic form. For the avoidance of doubt, Customer Personal Information is information that Customers provide directly to DoctorsNYNJ so that DoctorsNYNJ can provide services to the Customers, and does not include information obtained from or on behalf of the User, the Practice or any Practice Member. User acknowledges and agrees that Customer Personal Information is not PHI. i. DoctorsNYNJ shall develop, compile, modify or otherwise maintain all content on the DoctorsNYNJ Site or as part of the Services, including, without limitation, any Practice Member or Practice photographs, and any content provided by User or any Customers. User acknowledges and agrees that DoctorsNYNJ may: (i) make content from the DoctorsNYNJ Site, including User Information, available on Partner Sites and through marketing initiatives; and (ii) use Practice Member’s NPI to obtain certain insurance information including, without limitation, coverage and benefit information. Practice shall obtain any necessary permission or consent from each Practice Member to share the Practice information with DoctorsNYNJ and for DoctorsNYNJ to further use and disclose such information as described herein. j. Where applicable, DoctorsNYNJ will validate Customer phone numbers, serve as a communication vehicle between Customer and User, gather Customer Personal Information and assist in appointment scheduling. k. Software. i. If User elects to download any software application from the DoctorsNYNJ Site (“Software”), subject to the terms and conditions of this Agreement and during the Term hereof, DoctorsNYNJ hereby grants User a limited, non-exclusive, non-transferable and non-sublicensable right and license to use the Software for its internal business purposes and solely in connection with the relevant Services. DoctorsNYNJ reserves all rights to the Software not expressly granted hereunder. ii. User shall not and shall not allow any third party to (A) decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of any portion of the Software; (B) circumvent or attempt to circumvent any access controls to functions, features or components of the Software; (C) prepare derivative works of the Software; or (D) remove or alter any branding, identifying, or notices included with such Software, including, e.g., the “Powered by DoctorsNYNJ” Mark (as defined in Section 10). Violation by User of any restriction in the preceding sentence shall be deemed a material breach of this Agreement. Notwithstanding anything in this Agreement, DoctorsNYNJ shall have the right to remotely disable Software at its sole discretion. 2. User Responsibilities. a. User will cooperate with DoctorsNYNJ or its agents to verify the information specified in Section 6.b, User Information, and any other information that DoctorsNYNJ in its sole discretion deems necessary to confirm Practice Members’ professional qualifications. User will promptly update and notify DoctorsNYNJ, in accordance with Section 6.b, of any change in User Information, including Practice Member licensure status and any other information required to be provided under Section 6.b. User is solely responsible for any liability or expense resulting from outdated or inaccurate User Information. User agrees that DoctorsNYNJ may, in its sole discretion, modify the processes and criteria it uses to evaluate Practice Members’ qualifications, including with respect to any specialty listing. b. User’s acceptance of an appointment scheduling request from DoctorsNYNJ for a Customer constitutes, for the purposes of this Agreement, User’s acceptance of the Customer as a patient. User is fully and solely responsible for all care rendered to Customer, and for collecting payment from Customer for all services rendered. DoctorsNYNJ will have no responsibility for collection (subject to DoctorsNYNJ’s obligations for Payment Services) or any liability whatsoever for fees for services due to User that are unpaid by Customer. c. User agrees that any Customer who makes an appointment with the User based on out-of-date or incorrect User Information shall not be charged for any fees disputed or not otherwise covered by the Customer’s insurance provider as a result of User’s failure to provide accurate User Information. d. User will respond to DoctorsNYNJ scheduling requests on behalf of Customers within a reasonable amount of time, but in no event more than one (1) hour after receipt of DoctorsNYNJ’s request for an appointment on behalf of a Customer. User acknowledges and agrees that rescheduling or cancelling of Customer appointments may result in User or the relevant Practice Member(s) being removed from, or otherwise affected in the order of display of, appointment listings available to Customers. e. If a Customer submits Customer Personal Information on the DoctorsNYNJ Site and authorizes User to have access to such information in advance of an appointment, at the Customer’s appointment User will (i) provide Customer with a copy of such Customer Personal Information, and (ii) give Customer an opportunity to review and accept or revise such Customer Personal Information. User hereby acknowledges, agrees, releases, and indemnifies DoctorsNYNJ from all claims and liability arising out of, related to or in connection with User’s failure to have Customer accept the Customer Personal Information or arising out, related to or in connection with of any omissions or errors in any Customer Personal Information provided through the Services. User has no rights in the Customer Personal Information maintained by DoctorsNYNJ other than as is expressly provided hereunder. If DoctorsNYNJ becomes aware that a User is using any Customer Personal Information obtained through the Services, Software and/or the DoctorsNYNJ Site in a manner that is inconsistent with the terms of this Agreement, DoctorsNYNJ’s terms of use or privacy policy, or applicable law, DoctorsNYNJ may, without limiting any of its other remedies available at law or in equity, request that User immediately cease such inconsistent use and/or immediately terminate such User’s rights with respect to the Services, Software and/or the DoctorsNYNJ Site. DoctorsNYNJ may, but has no obligation to, delete any content that DoctorsNYNJ, in its sole discretion, deems inappropriate for inclusion on the DoctorsNYNJ Site. f. User agrees that DoctorsNYNJ may contact any Practice Member regarding the Services, the Software and/or DoctorsNYNJ Site. If User has opted out of receiving any email or facsimile communications from DoctorsNYNJ, User hereby expressly opts in to receive such email and facsimile communications and hereby withdraws its opt out. 3. Elected Services. a. Generally; Services for Non-DoctorsNYNJ Patients. Certain of the Services may be provided by DoctorsNYNJ on an elective basis. For example, User may elect to use certain Services for patients who are not Customers (“Non-DoctorsNYNJ Patients”), including without limitation, booking appointments for, or having appointment reminders sent to, Non-DoctorsNYNJ Patients. User shall be responsible for obtaining any required consents, permissions or authorizations from Non-DoctorsNYNJ Patients for the use and provision of Services, including disclosure to and use by DoctorsNYNJ of the healthcare and personal information of any Non-DoctorsNYNJ Patients consistent with the terms of this Agreement and applicable law. DoctorsNYNJ may send information, including, but not limited to, information regarding DoctorsNYNJ, the Services and/or certain resources, to Non-DoctorsNYNJ Patients. b. Elected Services Addendum. Other elective Services, including without limitation certain Payment Services, may be set forth in an addendum entered into by the parties. 4. Fees and Payments. a. Marketing and Scheduling Services Fees. In consideration of the Marketing and Scheduling Services provided herein, User shall pay DoctorsNYNJ any initial set up or recurring fees specified on User’s account page on the DoctorsNYNJ Site (“User Account Page”) or elsewhere in the applicable Order Form. DoctorsNYNJ will invoice User for the first payment in advance, at the time of sign up, and in advance for each subsequent license period. Invoices are due immediately and DoctorsNYNJ will charge User’s credit card, bank account, or other form of payment, on a recurring basis, in advance of the period of service. User agrees to this recurring charge. Such fees for Marketing and Scheduling Services shall throughout the Term reflect the fair market value for the Marketing and Scheduling Services. b. Other Fees. In addition to those fees set forth in Section 4.a, User shall pay DoctorsNYNJ the fees set forth in any addendum entered into by the parties, including the Elected Services Addendum. c. Amounts Past Due and Fee Changes. All amounts due and owing hereunder by User that are not paid by the due date shall bear interest at the rate of the lesser of one and one half percent (1.5%) per month or the maximum amount permissible by law. Except as otherwise may be agreed in an applicable Order Form, DoctorsNYNJ reserves the right to change from time to time the amount of the fees for any of the Services (including any part of the Marketing and Scheduling Services or the Payment Services). User will be notified of any such fee changes on the User Account Page at least thirty (30) days prior to becoming effective. If User does not wish to pay such revised fees, then User’s sole option is to terminate this Agreement by notifying DoctorsNYNJ in writing prior to the revised fees becoming effective. If User does not notify DoctorsNYNJ in writing prior to the revised fees becoming effective, then User will be deemed to have accepted such fee changes and such revised fee amounts will be automatically incorporated into this Agreement by this reference. d. Upon termination of this Agreement for any reason, User shall pay to DoctorsNYNJ all fees due under this Agreement and any addendum entered into by the parties. Notwithstanding anything to the contrary in this Agreement or in any addendum, DoctorsNYNJ shall not refund to User any fees paid prior to expiration or termination of this Agreement nor refund to User any fees due and payable for Services rendered prior to expiration or termination of this Agreement. e. DoctorsNYNJ will not exclude as a participant in the Services any individual or entity who meets the qualifications for participation as set forth herein. Any User payments are only based on the cost of operating the Services, and not on the volume or value of any referrals to, or business otherwise generated by, either DoctorsNYNJ or User for any service for which payment may be made in whole or in part under Medicare, Medicaid or any other federal or state health care program. The Services impose no requirements on the manner in which User provides services to a Customer, except that DoctorsNYNJ requires that User not charge different rates based upon whether a Customer uses the Services. User shall not charge Customer a fee for using the Services. 5. Limitation of Liability for Use. a. The parties acknowledge and agree that DoctorsNYNJ is not responsible for: (i) the accuracy, reliability, timeliness, or completeness of the User Information, PHI, Benefit Information, Customer Personal Information, other data provided by Customers, or any other data or information provided or received through the Services, Software and/or the DoctorsNYNJ Site; (ii) the results that may be obtained from the use of the Services, Software and/or the DoctorsNYNJ Site; (iii) the provision of User’s services as a result of User’s reliance on any Customer Personal Information or other data provided through the Services, Software and/or the DoctorsNYNJ Site; (iv) the cancelling or rescheduling of any appointment booked through the Services, Software and/or the DoctorsNYNJ Site; (v) use of the Software after the Term; or (vi) losses or injury arising from User’s failure to implement and maintain the safeguards set forth in Section 6.a.ii, or arising from a security incident not caused by DoctorsNYNJ. b. User acknowledges and agrees that DoctorsNYNJ is not a health care provider, licensed or otherwise. DoctorsNYNJ cannot and will not assume responsibility for the direct care of any patient, which shall at all times remain the responsibility of User, Practice(s) and Practice Members. DoctorsNYNJ will not be responsible for the assignment of staff to treat Customers, other patients or any other activity that involves the practice of medicine. c. User may receive certain insurancerelated information (including without limitation coverage and benefit information) of Customers (“Benefit Information”) through the Services. User’s receipt of Benefit Information is subject to the terms and conditions in this Section 5.c. User agrees and acknowledges that: (i) User is aware that the Benefit Information is obtained via a clearing house and/or from the applicable insurance provider; (ii) DoctorsNYNJ cannot confirm the accuracy of the data it receives from such clearing house and/or insurance provider; (iii) DoctorsNYNJ MAKES NO GUARANTEES AND DISCLAIMS ALL WARRANTIES THAT SUCH BENEFIT INFORMATION IS ACCURATE, TIMELY, COMPLETE OR ERRORFREE; and (v) User is ultimately responsible for verifying all Benefit Information with the applicable insurance carrier and Customer. 6. Representations, Warranties and Covenants of User. a. User represents, warrants and covenants that (i) it will maintain the confidentiality of Customer Personal Information and shall only use Customer Personal Information or the healthcare and personal information of other patients as permitted in this Agreement and consistent with state and federal laws, including applicable privacy and data security laws; and (ii) it will implement and maintain reasonable and appropriate administrative, organizational, physical, and technical safeguards to protect the confidentiality, integrity and availability of Customer Personal Information, Account information, and DoctorsNYNJ Confidential Information, and to prevent such information from improper use and disclosure. b. User represents, warrants and covenants that at all times during the Term: (i) User will provide DoctorsNYNJ with complete and accurate information about Practice Members’ specialties (in accordance with and subject to DoctorsNYNJ’s then current guidelines on specialty listings), practice or hospital affiliations, association memberships, board certifications, insurance participation, and contact information (including Practice Members’ professional address, phone and fax number); (ii) User will provide DoctorsNYNJ accurate and up-todate information regarding each Practice Member’s appointment availability; (iii) each Practice Member possesses valid, unexpired, unrevoked and unrestricted licenses, authorizations and certifications: (A) for all jurisdictions in which he or she practices medicine (free of any disciplinary actions by state medical boards), (B) necessary to provide all services or treatment provided by User or a Practice Member to a Customer or other patient resulting from User’s or a Practice Member’s use of the Services, Software and/or the DoctorsNYNJ Site (and User shall confirm the same to DoctorsNYNJ on at least an annual basis), and (C) necessary for DoctorsNYNJ to display User’s and Practice Member’s specialties; (iv) each Practice Member has entered into a valid and unexpired collaborative practice or other agreements to the extent required for such Practice Member to practice at the applicable Practices (including such agreements to the extent the same is a condition of such Practice Member’s license); (v) each Practice Member is a member in good standing on the medical staff of any hospitals in which he or she practices with appropriate clinical privileges (if applicable), and is employed by or affiliated with User; (vi) each Practice Member possesses valid and unrestricted state and federal narcotic and controlled substances registrations as applicable; (vii) each Practice Member is and remains a participating provider in the Medicare and Medicaid programs (Titles XVIII and XIX of the Social Security Act, respectively) or is qualified to participate therein, but in any event shall not be excluded therefrom; (viii) User will obtain and maintain, and ensure that each Practice Member obtains and maintains, professional liability insurance coverage and other insurance of the types and in the amounts that are at a minimum consistent with industry standards and applicable law, with respect to each Practice Member’s practice; (ix) each Practice Member treats all patients presenting themselves for treatment without regard to such patients’ race, religion, gender, sexual orientation, disability, payer source or other unlawful considerations; (x) the healthcare provider primarily providing services for an appointment shall be the Practice Member with whom such appointment is booked; (xi) User will use, and ensure that each Practice Member uses, the Services, Software and the DoctorsNYNJ Site in compliance with all applicable laws and regulations, including, without limitation, the hospital conditions of participation, the patient freedom of choice laws and principles, and antitrust, competition, advertising, marketing and consumer protection laws and regulations; and (xii) User has the right to enter into and subject the Practice and each Practice Member to the terms and conditions of this Agreement. User represents, warrants and covenants that it will notify DoctorsNYNJ within five (5) days of any additional information applicable to User’s or a Practice Member’s practice, any changes with respect to any information provided to DoctorsNYNJ, or if at any point User or a Practice Member is no longer in compliance with any of the foregoing warranties, representations, or covenants except that (1) User will have fifteen (15) days to notify DoctorsNYNJ with respect to any additional information applicable to User’s or a Practice Member’s practice or changes of the information provided by User pursuant to Section 6.b.i, and (2) User will notify DoctorsNYNJ within a reasonable amount of time, but in no event more than one (1) hour after any changes with respect to the information provided by User pursuant to Section 6.b.ii. User shall be liable for any failure by Practice Members to meet the foregoing requirements of this Section 6.b. c. User acknowledges, represents, warrants and covenants that it will not, and will ensure that each Practice Member will not, engage or participate in any act or omission involving the use of the Services (i) to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of (A) the prices charged for any product or service; (B) the kinds, frequencies or amounts of any product or service offered; or (C) the customer or customer categories for any product or service; or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation; or (ii) to engage in any anticompetitive, deceptive or unfair act, omission or practices, or otherwise violate applicable antitrust, competition or consumer protection laws or regulations. For the avoidance of doubt, the foregoing shall apply to User, including each Practice Member, notwithstanding that such User or any such Practice Member has not elected to use the Payment Services. 7. Indemnification. User will defend, indemnify and hold harmless DoctorsNYNJ and its affiliates, directors, officers, employees, consultants and agents from any and all claims, actions, proceedings, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and amounts awarded by a court or paid in settlement, arising from or related to (i) any services or treatment provided by User or a Practice Member to a Customer or other patient resulting from User’s or a Practice Member’s use of the Services, Software and/or the DoctorsNYNJ Site, (ii) any fees, costs or expenses in connection with any services or treatment provided by User or a Practice Member to a Customer or other patient resulting from User’s or a Practice Member’s use of the Services, Software and/or the DoctorsNYNJ Site; (iii) use of the Services by, or provision of the Services to, Non-DoctorsNYNJ Patients; (iv) gross negligence, willful or intentional misconduct, or fraud; or (v) any breach of Sections 6 or 8.a.ii. 8. Other Representations and Warranties; Disclaimer of Warranties. a. Each party represents and warrants to the other party that (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is organized, (ii) it has the full power to enter into this Agreement and to perform its obligations hereunder, and (iii) the execution and delivery of this Agreement will not result in any breach of any terms and conditions of, or constitute a default under, any other agreement to which such party is bound. b. Each party represents and warrants to the other party that it is not currently the subject of a voluntary or involuntary petition in bankruptcy, does not currently contemplate filing any such voluntary petition, and is not aware of any basis for the filing of an involuntary petition. c. EXCEPT AS EXPRESSLY SPECIFIED HEREIN, THE SERVICES, SOFTWARE AND THE DoctorsNYNJ SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DoctorsNYNJ HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NONINFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES OF THE SERVICES, SOFTWARE OR THE DoctorsNYNJ SITE BEING BUG FREE, ERROR FREE OR FREE FROM DEFECTS. 9. Limitation of Liability. a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL DoctorsNYNJ OR ITS PARTNERS, SUPPLIERS, VENDORS OR LICENSORS BE LIABLE TO USER, THE PRACTICE OR A PRACTICE MEMBER FOR ANY (i) LOSS OF PROFITS, LOST REVENUE, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF DATA, (iii) LOSS OR INTERRUPTION OF USE OF THE SERVICES, SOFTWARE, DoctorsNYNJ SITE, OR PARTNER SITES, OR (iv) PROVISION OF SERVICES, HEALTH CARE OR OTHERWISE, TO CUSTOMERS OR NON-DoctorsNYNJ PATIENTS, WHETHER IN AN ACTION IN CONTRACT, TORT OR BASED ON A WARRANTY, EVEN IF DoctorsNYNJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MAXIMUM AGGREGATE LIABILITY OF DoctorsNYNJ OR ITS PARTNERS, VENDORS, SUPPLIERS OR LICENSORS FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER FORM OF ACTION, EXCEED THE GREATER OF: (i) THE AGGREGATE OF THE AMOUNT OF FEES DURING THE PREVIOUS TWELVE (12)-MONTH PERIOD (A) PAID TO DoctorsNYNJ PURSUANT TO SECTION 4.a, AND (B) OTHERWISE VALIDLY DUE AND OWING BY USER TO DoctorsNYNJ UNDER THIS AGREEMENT; OR (ii) $100. 10. Trademarks; Publicity. a. Any use of the name or any trade name, trademark or service mark of DoctorsNYNJ (each a “Mark”) by User will, in each case, be subject to the prior written approval of DoctorsNYNJ. In addition, any such use of a Mark will be subject to DoctorsNYNJ’s trademark usage guidelines. DoctorsNYNJ reserves the right to terminate User’s right to use any Mark, immediately upon the issuance of written notice, if DoctorsNYNJ determines User to be in violation of such guidelines. b. User hereby grants DoctorsNYNJ a nonexclusive, royalty-free license to use the User Logos in connection with the Services during the Term. 11. Intellectual Property. a. All right, title and interest, including without limitation all intellectual property rights, in and to the Services, Software and the DoctorsNYNJ Site, including all content submitted by Customers or User thereto (other than the User Logos), shall remain the valuable and exclusive property of DoctorsNYNJ. b. DoctorsNYNJ retains all proprietary rights, title, and interest, including, without limitation, all patents, copyrights, trademarks, service marks, trade dress, rights to the look and feel of the DoctorsNYNJ Site, and trade secrets in and to any inventions, data, information, know-how, logos, ideas, concepts, technology, software and documentation related to or resulting from the utilization of the Services, Software and/or the DoctorsNYNJ Site. 12. Confidentiality/HIPAA Compliance. a. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) that (i) if disclosed orally is designated as confidential at the time of disclosure, (ii) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (iii) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, without limitation, the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the provision of the Services, Software and/or the DoctorsNYNJ Site, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include PHI (which is governed by Section 12.e) or any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (3) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (4) is received from a third party without breach of any obligation owed to the Disclosing Party. b. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Receiving Party’s obligations under this Agreement, provided that Receiving Party certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event less than a reasonable degree of care. c. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s request and cost, if the Disclosing Party wishes to contest the disclosure. d. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of the confidentiality obligations hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. e. In the event that DoctorsNYNJ creates, receives, maintains, or transmits Protected Health Information (or “PHI”, as such term is defined by HIPAA) from or on behalf of User or the Practice (as applicable) in order to perform the Services (“Practice PHI”), the parties agree and acknowledge that DoctorsNYNJ is serving as a “Business Associate”, as such term is defined in the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, Title XIII of the American Recover and Reinvestment Act of 2009 (the “HITECH Act”), and as set forth in their respective implementing regulations (“HIPAA”), of the Practice (and of User if it is a Covered Entity component, or Business Associate, of the Practice). The Practice, DoctorsNYNJ, and User (if it is a Covered Entity component, or Business Associate, of the Practice) agree to discharge their respective duties hereunder in accordance with the applicable provisions of HIPAA. Terms used in this Section 12.e but not otherwise defined shall have the meaning ascribed to them by HIPAA. For purposes of this Section 12.e only, when DoctorsNYNJ is deemed to be a Business Associate of Practice and/or User, as applicable, DoctorsNYNJ shall be referred to as “Business Associate,” and Practice and/or User, as applicable, shall be referred to as “Covered Entity”. In the event that User is a Business Associate of the Practice, references to Business Associate herein shall be to DoctorsNYNJ, notwithstanding that DoctorsNYNJ would be a Business Associate Subcontractor, as defined in HIPAA, of User. In the event of an inconsistency between this Section 12.e and another term of this Agreement as it relates to PHI, this Section 12.e shall control. i. Use and Disclosure. Business Associate agrees not to use or disclose Practice PHI other than as permitted or required by this Agreement or as Required by Law. Business Associate shall comply with the provisions of this Section 12.e relating to privacy and security of PHI and that are applicable to Business Associates. ii. Appropriate Safeguards. Business Associate agrees to use appropriate safeguards to prevent the use or disclosure of Practice PHI other than as provided for by this Agreement or as Required By Law. Without limiting the generality of the foregoing sentence, Business Associate will: A. Implement administrative, organizational, physical, and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of Electronic Practice PHI as required by the Security Rule; Business Associate will comply with the applicable requirements, policies, procedures and documentation requirements of the Security Rule. B. Report to Covered Entity any Security Incident involving Electronic Practice PHI or involving systems in which Electronic Practice PHI is stored, maintained, or over which it is transmitted of which Business Associate becomes aware. Any actual, successful Security Incident will be reported to Covered Entity in writing without unreasonable delay. With respect to attempted, unsuccessful Security Incidents, the parties acknowledge and agree that this Section 12.e constitutes notice by Business Associate to Covered Entity of the ongoing existence and occurrence or attempts of Unsuccessful Security Incidents for which no additional notice to Covered Entity shall be required. “Unsuccessful Security Incidents” means, without limitation, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, so long as no such incident results in unauthorized access, use, disclosure, modification or destruction of ePHI or interference with system operations in an information system that contains ePHI. C. Notify Covered Entity following the discovery of a Breach of Unsecured PHI that is Practice PHI in accordance with 45 C.F.R. § 164.140 without unreasonable delay and in no case later than sixty (60) days (or within any shorter deadline imposed by applicable state law) after discovery of the Breach. The notice shall include the following information if known (or can be reasonably obtained) by Business Associate: (I) contact information for the individuals who were or who may have been impacted by the Breach (e.g., first and last name, mailing address, street address, phone number, email address), (II) a brief description of the circumstances of the Breach, including the date of the Breach and date of discovery, (III) a description of the types of Unsecured PHI involved in the Breach (e.g., names, social security numbers, dates of birth, addresses, account numbers of any type, and similar information), and (IV) a brief description of what the Business Associate has done or is doing to investigate the Breach and mitigate harm to the individuals impacted by the Breach. A Breach is considered “discovered” as of the first day on which the Breach is known, or reasonably should have been known, to Business Associate or any employee, officer or agent of Business Associate, other than the individual committing the Breach. D. Reporting. Business Associate agrees to report, without unreasonable delay, to Covered Entity any access, use or disclosure of Practice PHI by Business Associate or a third party to which Business Associate disclosed Practice PHI not permitted by this Agreement of which Business Associate becomes aware. E. To the extent that Business Associate carries out one or more of Covered Entity's obligations under Subpart E of 45 C.F.R. Part 164, Business Associate will comply with the requirements of Subpart E that apply to the Covered Entity in the performance of such obligations. iii. Mitigation. Business Associate agrees to take reasonable steps to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Practice PHI by Business Associate in violation of the requirements of this Section 12.e (including, without limitation, any Security Incident or Breach of Unsecured PHI). Business Associate agrees to reasonably cooperate and coordinate with Covered Entity in the investigation of any violation of the requirements of this Section 12.e and/or any Security Incident or Breach. Business Associate shall also reasonably cooperate and coordinate with Covered Entity in the preparation of any reports or notices to the Individual, a regulatory body or any third party required to be made under HIPAA or any other federal or state laws, rules or regulations, provided that any such reports or notices shall be subject to the prior written approval of Covered Entity. iv. Minimum Necessary. To the extent required by the “minimum necessary” requirements of HIPAA, Business Associate shall only request, use and disclose the minimum amount of Practice PHI necessary to accomplish the purpose of the request, use or disclosure. See corresponding Covered Entity obligation in Section 12.e.xi.B. v. Subcontractors. Business Associate shall enter into a written agreement meeting the requirements of 45 C.F.R. §§ 164.504(e) and 164.314(a)(2) with each Subcontractor (including, without limitation, a Subcontractor that is an agent under applicable law) that creates, receives, maintains or transmits Practice PHI on behalf of Business Associate. Business Associate shall ensure that the written agreement with each Subcontractor obligates the Subcontractor to comply with restrictions and conditions that are at least as restrictive as the restrictions or conditions that apply to Business Associate through this Section 12.e with respect to such information. vi. Access to Designated Record Sets. The parties do not expect that Business Associate will maintain Designated Record Sets. In the event, however, that Covered Entity requests that Business Associate maintain a Designated Record Set, Business Associate agrees to provide access, within thirty (30) days of a request by Covered Entity, and in the manner designated by the Covered Entity, to Practice PHI in a Designated Record Set created or received by Business Associate solely on behalf of Covered Entity only, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under HIPAA Regulations. If an Individual makes a request for access to Practice PHI directly to Business Associate, Business Associate shall notify Covered Entity of the request within three (3) business days of such request. Covered Entity shall have the sole responsibility to make decisions regarding whether to approve a request for access to Practice PHI. vii. Amendments to Designated Record Sets. The parties do not expect that Business Associate will maintain Designated Record Set. In the event however, that Covered Entity requests that Business Associate maintain a Designated Record Set, Business Associate agrees to provide information to Covered Entity for amendment and to incorporate any such amendment(s) to Practice PHI in a Designated Record Set that the Covered Entity directs or agrees to pursuant to HIPAA Regulations within thirty (30) days of a request by Covered Entity, and in the manner designated by the Covered Entity. If an Individual makes a request for an amendment to Practice PHI directly to Business Associate, Business Associate shall notify Covered Entity of the request within three business (3) days of such request. Covered Entity will have the sole responsibility to make decisions regarding whether to approve a request for an amendment to Practice PHI. viii. Access to Books and Records. Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of Covered Entity’s PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Secretary for purposes of the Secretary determining Covered Entity’s and Business Associate’s compliance with the Privacy Rule. ix. Accountings. Business Associate agrees to, within fifteen (15) days of request for an accounting of disclosures of Practice PHI from Covered Entity, make available to Covered Entity such PHI as is in Business Associate’s possession and as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Practice PHI in accordance with HIPAA. If Business Associate receives a request for an accounting for Practice PHI directly from an Individual, Business Associate shall forward such request to Covered Entity within ten (10) business days; Covered Entity shall have the sole responsibility to provide an accounting of such disclosures. x. Permitted Uses and Disclosures by Business Associate. A. Services Agreement. Except as otherwise limited in this Section 12.e, Business Associate may use or disclose PHI to perform the Services, provided that such use or disclosure would not violate HIPAA if done by Covered Entity. B. Use for Administration of Business Associate. Except as otherwise limited in this Section 12.e, Business Associate may use Covered Entity’s PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate. Covered Entity acknowledges and agrees that proper management and administration of Business Associate includes, without limitation, modifications of, upgrades to, and the development and/or addition of additional features and functionality for, the Software or Services. C. Disclosure for Administration of Business Associate. Except as otherwise limited in this Section 12.e, Business Associate may disclose Practice PHI for the proper management and administration of the Business Associate, provided that (I) disclosures are Required by Law, or (II) Business Associate obtains reasonable written assurances from the third party to whom the information is disclosed that the third party will (1) protect the confidentiality of Practice PHI, (2) use or further disclose the Practice PHI only as Required by Law or for the purpose for which it was disclosed to the third party, and (3) notify the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. D. Data Aggregation. Business Associate may use Practice PHI to provide Data Aggregation services relating to the Health Care Operations of Covered Entity if required or permitted under this Agreement; and E. De-Identified Information. Business Associate may use Practice PHI to create de-identified health information in accordance with the HIPAA de-identification requirements. Business Associate may use or disclose de-identified health information for any purpose permitted by law. F. Authorization. DoctorsNYNJ may present Customers with a valid HIPAA Authorization to obtain Customers’ authorizations for DoctorsNYNJ to be able to use and disclose Practice PHI for the purposes set forth in the Authorization. If a Customer has signed a valid HIPAA Authorization for Business Associate to retain such individual’s Practice PHI and use and disclose such PHI for the purposes set forth in the Authorization, then, notwithstanding anything in Section 12.e.xiv, the parties agree that DoctorsNYNJ will have no obligation to return or destroy such PHI upon the termination of this Agreement. xi. Obligations of Covered Entity. A. Permissible Requests by Covered Entity. Except as set forth in Section 12.e.x of this Agreement, Covered Entity shall not request Business Associate to use or disclose Covered Entity’s PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity. B. Minimum Necessary PHI. Consistent with Business Associate’s mutual obligation in Section 12.e.iv, when Covered Entity discloses PHI to Business Associate, Covered Entity shall provide the minimum amount of PHI necessary for the accomplishment of Business Associate’s purpose. C. Permissions; Restrictions. Covered Entity warrants and covenants that it has obtained and will obtain any consents, authorizations and/or other legal permissions required under HIPAA and other applicable law for the disclosure of PHI to Business Associate. Covered Entity shall notify Business Associate of any changes in, or revocation of, the permission by an Individual to use or disclose his or her Covered Entity’s PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI. Covered Entity shall not agree to any restriction on the use or disclosure of PHI under 45 C.F.R. § 164.522 that restricts Business Associate’s use or disclosure of Covered Entity’s PHI under this Agreement unless Business Associate grants its written consent. D. Notice of Privacy Practices. Except as required by HIPAA or other applicable law, with Business Associate’s consent or as set forth in this Agreement, Covered Entity shall not include any limitation in the Covered Entity’s notice of privacy practices that limits Business Associate’s use or disclosure of Covered Entity’s PHI under this Agreement. xii. Compliance with HIPAA Transaction Standards. When providing Services, Business Associate shall comply with all applicable HIPAA standards and requirements (including, without limitation, those specified in 45 C.F.R. Part 162) with respect to the transmission of health information in electronic form in connection with any transaction for which the Secretary has adopted a standard under HIPAA (“Covered Transactions”). Business Associate will make its services and/or products compliant with HIPAA’s standards and requirements no less than thirty (30) days prior to the applicable compliance dates under HIPAA. Business Associate represents that it is aware of all current HIPAA standards and requirements regarding Covered Transactions, and Business Associate shall comply with any modifications to HIPAA standards and requirements which become effective from time to time. Business Associate shall require all of its agents and subcontractors (if any) who assist Business Associate in providing its services and/or products to comply with the terms of this Section 12.e.xii. xiii. Termination Upon Breach. Any other provision of this Agreement notwithstanding, either party (the “Non-Breaching Party”), upon knowledge of a material breach of Section 12.e or any other provision relating to Practice PHI by the other party (the “Breaching Party”), shall provide an opportunity for the Breaching Party to cure the breach or end the violation. If Breaching Party does not cure the breach or end the violation to the reasonable satisfaction of the Non-Breaching Party within the time specified by the Non-Breaching Party, the Non-Breaching Party may terminate: (A) this Agreement; (B) all of the provisions of this Agreement that involve the use or disclosure of Practice PHI; and (C) such other provisions, if any, of this Agreement as the NonBreaching Party designates in its sole discretion. xiv. Effect of Termination. A. Except as provided in Section 12.e.xiv.B, upon termination of this Agreement, for any reason, Business Associate shall return or destroy without unreasonable delay all Practice PHI received from Covered Entity, or created or received by Business Associate on behalf of Covered Entity. This provision shall apply to Practice PHI that is in the possession of subcontractors or agents of Business Associate. B. In the event that Business Associate reasonably determines that returning or destroying the Practice PHI is infeasible, Business Associate shall extend the protections of this Section 12.e to such PHI and limit further uses and disclosures of Practice PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains Practice PHI. Without limiting the generality of the foregoing, Covered Entity acknowledges and agrees that: (I) it is infeasible for Business Associate to delete Practice PHI from its backup tapes or other backup systems, and (II) temporarily retaining certain Practice PHI as necessary during an ongoing investigation in connection with a Security Incident or Breach of Unsecured PHI will render returning or destroying such Practice PHI infeasible. 13. Term; Termination. a. This Agreement will commence as of the date of User’s acceptance of the terms and conditions herein, whether by clicking on the “Accept” button or downloading, accessing or otherwise using the Services, Software and/or the DoctorsNYNJ Site, and shall continue in effect for a period set forth in the Order Form, or, if no period is set forth in the Order Form, for a period of one (1) year (as applicable, the “Initial Term”). This Agreement will automatically renew for successive periods of the same length as the Initial Term unless either party notifies the other in writing at least thirty (30) days prior to the end of the Initial Term, or any renewal period, of its election not to renew this Agreement. The Initial Term and all renewal periods are collectively the “Term.” b. DoctorsNYNJ may terminate this Agreement, with regard to User and/or any Practice Member, immediately in the event that a Practice Member engages in inappropriate or unprofessional conduct, or loses his or her license to practice or otherwise becomes unable to fulfill the requirements set forth in Section 6.b. DoctorsNYNJ further reserves the right, at its sole discretion, to terminate this Agreement immediately, with regard to User and/or any Practice Member, for User’s or a Practice Member’s repeated rescheduling or cancelling of appointments. c. Survival. The following shall survive expiration or termination of this Agreement: Sections 1.j.ii, 2.b, 2.c, 2.e, 3.b, 4, 5, 6, 7, 8.c, 9, and 11 to 14, and all other terms which by their nature should survive. 14. Miscellaneous. a. Assignment. Neither party may assign this Agreement, and/or any of its rights and obligations hereunder, without the prior written consent of the other, except that DoctorsNYNJ has the unrestricted right to assign this Agreement to an affiliate or in the event of a sale, merger or acquisition of its business. Any attempted transfer in violation hereof will be void and of no effect. This Agreement will be binding upon, and inure to the benefit of, the successors, representatives, and permitted assigns of the parties. b. No Inducement. Nothing contained in this Agreement, including any compensation paid or payable, is intended or shall be construed: (i) to require, influence or otherwise induce or solicit a party or any of its affiliates for referrals or arranging for the referrals of persons for items or services reimbursable under any federal or state health care program, or recommending the ordering of any items or services, of any kind whatsoever to any of the other parties or their affiliates, or to any other person; (ii) to interfere with a patient's right to choose his or her own health care provider, or with a provider’s judgment regarding the ordering of any items or health care services; or (iii) as remuneration in exchange for a disclosure of PHI. c. Non-Competition. User acknowledges and agrees that the use and disclosure of DoctorsNYNJ’s proprietary and confidential information would inevitably occur if User utilizes any services by any competitor of DoctorsNYNJ. Accordingly, User agrees that during the Term, User shall not purchase, use, perform, or agree to perform, any services for any third party that develops, promotes, sells, licenses, distributes, or provides services, or has plans to do any of the foregoing, that would compete directly with the technology or online appointment scheduling services being marketed, sold, licensed, distributed, provided or otherwise made available by DoctorsNYNJ on the DoctorsNYNJ Site; provided, however, that the foregoing restrictions shall not limit User’s right to offer or provide an appointment scheduling service directly via the practice website owned and operated by or on behalf of User. d. Notices. Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if sent by overnight guaranteed delivery service and addressed to such address or addressee as either party may from time to time designate to the other by written notice. Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient or, if delivered on a non-business day, on the next business day. e. Governing Law; Dispute Resolution; No Class Actions. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws provisions thereof. Any controversy, dispute or claim arising out of or related to this Agreement that cannot be resolved by informal and good-faith negotiations between authorized representatives of the parties shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State, City and County of New York, pursuant to the rules of the American Arbitration Association. The arbitration tribunal shall consist of one arbitrator. The decision or award of the arbitrator shall be final, and judgment upon such decision or award may be entered in any competent court or application may be made to any competent court for judicial acceptance of such decision or award and an order of enforcement. The parties agree that the arbitrator shall have the authority to impose equitable and injunctive relief as well as to award monetary relief, as the arbitrator deems appropriate. User further waives the right to bring, and agrees not to participate in, any class action, consolidated, multi-district or collective action, or private attorney general action. f. Force Majeure. Except for a party’s payment obligations, the performance of either party under this Agreement may be suspended to the extent and for the period of time that such party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including, without limitation, acts of God, acts of civil or military authority, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, wars or riots). After thirty (30) cumulative days of suspension on the part of one party, the other party may, at its sole discretion and with written notice to the affected party, terminate its obligations without further liability. g. Modifications. No modification, amendment or waiver of this Agreement or any of its provisions shall be binding upon DoctorsNYNJ unless made in writing and agreed to by DoctorsNYNJ. DoctorsNYNJ may amend the terms and conditions of this Agreement by posting a notice on the User Account Page or otherwise reasonably notifying User at least thirty (30) days prior to such change taking effect, provided that if User does not agree to such changes, User may terminate this Agreement without penalty by providing DoctorsNYNJ with written notice of such election prior to such modification taking effect. User’s continued use of the Services, Software and/or the DoctorsNYNJ Site following such period shall be deemed to be User’s acceptance of such change. A failure or delay of either party to: (i) insist upon the performance of any terms, conditions, rights or privileges of this Agreement; or (ii) exercise any rights or privileges conferred in this Agreement, shall not be construed as waiving any such terms, conditions, rights or privileges and the same shall continue and remain in full force and effect. h. Severability. In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. i. Entire Agreement. This Agreement, any addenda hereto, the policies referred to herein, and the Order Form, constitute the entire agreement between the parties and supersedes all previous or contemporaneous agreements, promises, representations, whether written or oral, between the parties with respect to the subject matter hereof. j. Headings. The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein. k. Independent Contractors. The relationship of the parties shall be that of independent contractors. Any employee, servant, subcontractor or agent of DoctorsNYNJ who is assigned to provide services under this Agreement shall remain at all times under the exclusive direction and control of DoctorsNYNJ and shall not be deemed to be an employee, servant, subcontractor or agent of User. Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, or to represent the other party as agent, employee, or in any other capacity, except as specifically provided herein. l. Third Party Beneficiaries. This Agreement is entered into solely between, and made for the sole benefit of, DoctorsNYNJ and User, and, subject to indemnification obligations and the limitations of liability herein, this Agreement will not be deemed to create any obligations, remedies or liabilities of a party to any third parties (including without limitation any Practice Member). No third party shall have the right to make any claim or assert any right under this Agreement, and no third party shall be deemed a beneficiary of this Agreement. m. Remedies Cumulative. Unless expressly stated, no remedy afforded to a party under this Agreement shall preclude other remedies available under equity or law. 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