Terms of Service

THESE TERMS OF SERVICE ("Terms of Service") apply to DearDoc Inc. ("DearDoc") and its Customer who enter into a Payment Agreement with DearDoc whereby DearDoc provides services to the Customer (the "Services"). DearDoc and the Customer are also referred to herein each as a "Party" and, collectively, the "Parties".

These Terms and Conditions are material to any Payment Agreement executed among the Parties and are hereby incorporated therein; provided however, that in the absence of any Payment Agreement executed by the Parties, these Terms of Service shall govern the rights and obligations of the Parties, relating to or arising out of any Services provided to the Customer by DearDoc. These Terms and Conditions are subject to change from time-to-time, without notice, in DearDoc's sole discretion. Customer accepts these Terms of Service, as amended from time-to-time, by using the Services, even without an agreement signed by the Parties. Terms not otherwise defined herein shall have the meaning set forth in any Payment Agreement.

1. Term of Payment Agreement; Termination

1.1 Term of Payment Agreement

Unless otherwise explicitly set forth therein, the term of the Parties' Payment Agreement will be one year from the execution thereof (the "Original Term") and will continue for one-year periods (each a "Renewal Term") until terminated in accordance with Section 1.2 below, or the applicable terms set forth in the Payment Agreement. The Original Term and any Renewal Terms will collectively be referred to as the "Term". Payment Agreements that are automatically renewed for any Renewal Terms may be subject to periodic price increases in DearDoc's sole determination.

1.2 Termination

This Payment Agreement may not be terminated during the Original Term. After the Original Term, either Party may terminate this Payment Agreement as set forth below in Sections 1.2.1 and 1.2.2.

1.2.1 Termination for Cause

The Parties may terminate the Payment Agreement for Cause in the event of a continuing, material breach of any Payment Agreement ("Cause"). The non-breaching Party must provide ten (10) days of advanced, written notice to the breaching Party that sets forth, in detail, the facts and nature of the material breach. Thereafter, the breaching Party has ten (10) days to fully cure the breach, or if such breach is uncurable within the allotted time the breaching Party must commence remedial actions that will reasonably cure the breach as promptly as practicable. Following the ten (10) day notice, if the material breach remains uncured, or if such remedial actions have not started or are unreasonable in light of the non-breaching Party's objective determination, then the non-breaching Party may then terminate the Payment Agreement. Notwithstanding the foregoing, if Customer materially breaches any Payment Agreement by not providing payment of any outstanding invoice, whether in whole or in part, then DearDoc may withhold delivery of the Customer's deliverables that are in connection with the breached Payment Agreement until full payment has been received by DearDoc.

1.2.2 Termination Notices

DearDoc shall provide written notice of any intended termination to the address and/or email as provided by Customer and on-file with DearDoc. The Customer shall provide written notice to DearDoc as follows: DearDoc LLC, Attn: 75 Broad Street, New York, NY 10004 and/or via written email to [email protected].

1.2.4 Effect of Termination

If DearDoc terminates the Payment Agreement for Cause, then Customer will be obligated to pay DearDoc, in full, for all products and/or Services agreed to under the Payment Agreement for the entire Term, regardless of whether such products and/or Services were rendered or delivered prior to the termination date. Alternatively, if Customer terminates the Payment Agreement for Cause, then Customer shall only be obligated to pay DearDoc for all products and Services rendered up to the termination date. This includes both Service Fees and Additional Service Fees, as well as any other fees or expenses reasonably attributable to the products and Services provided by DearDoc.

2. Payment Terms; Subscription; Billing; Default and Acceleration

2.1 Subscription Commitment

By entering into any Payment Agreement, Order Form, Subscription, or other recurring services arrangement with DearDoc (each, a "Subscription"), Customer agrees to purchase the Services for the full duration of the agreed term (the "Term"). Unless otherwise stated in writing, the initial Term is twelve (12) months and automatically renews for successive one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. Subscriptions are non-cancelable during the Term except as expressly provided in these Terms.

2.2 Fees; Billing; Payment Authorization

Customer agrees to pay all Service Fees and Additional Service Fees set forth in the applicable Payment Agreement or Order Form. Customer authorizes DearDoc, its affiliates, financing partners, and payment processors to:

• Store one or more payment methods (including credit card, debit card, ACH, or other approved method) ("Payment Methods");
• Charge the applicable Payment Method for all amounts due under the Subscription;
• Continue charging such Payment Method for renewals unless properly terminated in accordance with these Terms.

All fees are payable in U.S. Dollars, non-refundable, not subject to proration, and exclusive of taxes (which Customer is responsible for). DearDoc may place temporary authorization holds to confirm available credit.

2.3 Installment Billing; Financing

If Customer elects to pay in installments (e.g., monthly payments for an annual Subscription) or through a third-party financing partner:

• Customer remains responsible for the full Subscription amount for the entire Term.
• Billing frequency does not convert the Subscription into a month-to-month agreement.
• DearDoc may place authorization holds for up to the remaining unpaid balance.

2.4 Late Payments

If payment is not received when due:

• A late fee of the lesser of 1.5% per month or the maximum permitted by law may apply, compounded monthly;
• DearDoc may suspend Services;
• Suspension does not relieve Customer of payment obligations.

2.5 Default; Chargebacks; Acceleration

Customer will be in material breach if any payment fails, is reversed, disputed, or charged back; Customer revokes payment authorization; Customer initiates a stop payment; financing fails or is cancelled; or Customer is more than thirty (30) days past due. Upon such breach, DearDoc may suspend Services immediately, declare the entire remaining unpaid balance immediately due and payable, and charge any Payment Method on file for the accelerated balance.

2.6 Early Termination

Customer may not terminate a Subscription for convenience during the Term. If Customer terminates early or materially breaches the Agreement, all remaining fees for the balance of the Term immediately become due as liquidated damages.

2.7 Payment Authorization Survival

Payment authorizations remain in effect until all amounts owed for the full Subscription Term are paid in full, regardless of service suspension, replacement of Payment Method, expiration of payment instrument, or attempted early cancellation.

2.8 No Setoff; No Withholding

Customer may not withhold, offset, or reduce any payments due under the Agreement without DearDoc's written consent.

2.9 Collection Costs

Customer agrees to reimburse DearDoc for all reasonable costs of collection, including attorneys' fees, court costs, and collection agency fees.

3. Services; Customer Obligations

3.1 The Services

During the Term, DearDoc will provide Customer with the Services as outlined in the Payment Agreement. DearDoc will have the sole discretion in the manner of producing and delivering the Services to Customer.

3.2 Cooperation

Customer agrees to provide DearDoc the ongoing assistance, cooperation, and information reasonably necessary for DearDoc to fulfill its obligations under the Payment Agreement. Customer will identify a designated contact who will have authority to make decisions for Customer regarding issues such as design and content approval.

3.3 Delivery of Customer Information

Customer will make available to DearDoc, in a mutually agreeable electronic format, such information as is reasonably required for DearDoc to effectively fulfill and perform the Services ("Customer Information"). Customer understands that DearDoc would prefer a 24-hour response time from the Customer for all information requests that are pertinent to fulfillment of the Services.

3.4 Limitations on Customer Information

DearDoc reserves the right to refuse, modify, substitute, or remove any content, information, or other materials that may (i) be deemed to violate the privacy, personal, proprietary, or contractual rights of third parties; (ii) be contrary to DearDoc's search engine optimization practices; or (iii) defame, expose to legal liability, or otherwise harm DearDoc or its affiliates.

3.5 Customer Information Licenses and Permissions

Customer will obtain all licenses and permissions needed to provide the Customer Information and information to DearDoc. Customer warrants that all information as provided in the Customer Information, and in connection with the Services, are the sole and exclusive property of the Customer.

3.6 Review and Modifications to Customer Information

Customer understands and agrees that Customer is solely responsible for reviewing Customer Information as provided to DearDoc. It is Customer's responsibility to notify DearDoc of any changes to content and information that is required to comply with any ethical or other rules that apply to Customer's business.

4. Intellectual Property

4.1 Rights and Ownership

Except as otherwise provided in the Payment Agreement, all rights, titles and interests in and to all Intellectual Property Rights are owned by DearDoc or its licensors, and Customer agrees to make no claim of interest in, or ownership of, any such Intellectual Property Rights. Furthermore, DearDoc will, at all times, be the sole property owner of: (1) all internal processes used by DearDoc to complete Services for the Customer; (2) all intellectual property, materials and work in progress that is not specifically created for the Customer.

4.2 Infringement

Customer specifically agrees to not do anything that may in any way infringe upon, or undermine, DearDoc's rights, title, or interest in DearDoc's Intellectual Property Rights.

4.3 Customer Deliverables; Grant of License

Any Customer deliverable, such as a website or Facebook group, is and will remain the exclusive property of DearDoc until all Service Fees, Additional Service Fees, and outstanding expense reimbursements have been paid in full. DearDoc will grant Customer a license to use the deliverable once the fees and expense reimbursements have been paid in full.

5. Confidential and Proprietary Information

5.1 Definition

"Confidential Information" is defined, in respect of each Party, as all data and information of a confidential nature, including know-how and trade secrets, relating to the business, the affairs and any development projects or other products or services of such Party.

Both Parties agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which either Party has obtained, except as authorized by the other Party in writing. This obligation will survive the expiration of the Payment Agreement and will continue indefinitely.

6. Representations and Warranties; Disclaimers of Warranties

6.1 Due Formation; No Conflict; Owner of Intellectual Property

Each Party represents and warrants that (i) it is duly formed and validly existing under the laws of its formation and has all the necessary powers to enter into and perform the Payment Agreement; (ii) the execution and performance of the Payment Agreement will not conflict with its certificate of formation or by-laws; and (iii) it is the owner of, or has a license to use, any intellectual property granted or conveyed herein.

6.2 Disclaimer

EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DEARDOC NEITHER ASSURES, NOR ASSUMES ANY LIABILITY TO, ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. DEARDOC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICE.

7. Indemnification

Subject to Section 8 below, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any negligence or willful misconduct of the indemnifying party. This indemnification will survive the termination of any Payment Agreement.

8. Limitation of Liability

As part of the Payment Agreement, the Customer allows DearDoc to create and publish content, messages, media and advertisements on behalf of the Customer. The Customer agrees to hold harmless DearDoc, its affiliates, employees and representatives against all liability, loss, damage and expense of any nature.

UNDER NO CIRCUMSTANCES WILL DEARDOC BE HELD LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, DAMAGES RELATING TO LOSS OF PROFIT, LOSS OF INCOME OR REVENUE, OR LOSS OF GOODWILL, FOR ANY REASON WHATSOEVER. DEARDOC'S LIABILITY FOR ALL CLAIMS BROUGHT BY THE CLIENT ARE LIMITED TO ONE HUNDRED DOLLARS AND NO CENTS ($100).

9. Employee Solicitation and Hiring

During the Term, and for twelve (12) months after the termination of the Payment Agreement, both Parties agree to not directly or indirectly solicit, recruit or induce any employees to terminate his or her employment relationship with the other Party.

10. Ownership; Transfer of Assets; Admin Access; DearDoc Access

10.1 Ownership; Assignment

DearDoc will own all assets developed or used during the Term, including but not limited to, the website, content, landing pages and Google ads account, Facebook ads account and all other ads accounts on social media platforms (collectively, the "Assets"). After the end of the Original Term, and if Customer has paid all amounts due, the Customer may request the assignment of ownership of the Assets.

10.2 Transfer of Assets

The Transfer of any data, including but not limited to, website content, blog posts, landing pages, and ads account information, can be done after the one-time transfer fee of $5,000.00 (per asset group) is paid in full.

10.3 Admin Access

After the end of the Original Term and if all amounts due have been paid, DearDoc will give administrative rights to the Customer on its accounts.

10.4 DearDoc Access

The Customer is prohibited from removing DearDoc's access to the Assets for the duration of the Payment Agreement.

10.5 Website Non-Transferability

All Assets are transferable with the sole exception of the Website. The Customer shall not be entitled to receive the website design, layout, content, media, or any other components comprising the Website, except for the domain name, which remains the sole property of the Customer.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEARDOC OR ITS AFFILIATES HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES FOR: (A) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ONE HUNDRED DOLLARS AND NO CENTS ($100).

12. Force Majeure

If DearDoc is prevented from performing any of its obligations under the Payment Agreement due to causes beyond the reasonable control of DearDoc, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes, fires, interruptions in telecommunications or internet services, DearDoc's performance will be excused and the time for performance will be extended accordingly.

13. General Terms

13.1 Independent Contractor

DearDoc will act as an independent contractor under the terms of the Payment Agreement. Nothing in the Payment Agreement will be construed to constitute the Parties as employer and employee, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking.

13.2 Dispute Resolution

The Parties agree that in the event of a dispute or alleged breach of the Payment Agreement, they will work together in good faith first to resolve the matter internally by negotiating between higher levels of management. If there is no resolution, the Parties will submit the dispute to binding arbitration.

13.3 Waiver of Jury Trial

THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING INVOLVING AN AGREEMENT RELATED DISPUTE.

13.4 Choice of Law

The Payment Agreement and any other agreement between the Parties is governed by New York law regardless of its choice of law provisions.

13.5 Severability

In the event that any term or provision of the Payment Agreement will for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other term or provision.

13.6 Entire Agreement

This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersedes all previous representations, understandings or agreements, oral or written.

13.7 No Waiver

No failure or delay by either Party in exercising any right under the Payment Agreement will constitute a waiver of that right.

13.8 Attorney Fees; Expenses

In any legal action between the Parties hereto concerning the Payment Agreement, the prevailing Party will be entitled to recover reasonable attorneys' fees and costs.

13.9 Assignment

Neither Party may assign any right or obligation under the Payment Agreement without the prior written consent of the other Party, except in connection with the sale, merger, or transfer of substantially all of the assets of such Party.

13.10 Enforcement Costs

If it becomes necessary for DearDoc to enforce the Payment Agreement through an attorney, collection agency, or directly through small claims court, Customer will pay all attorney's fees, agency fees, court costs, and other collection costs.

13.11 Notices

All notices under the Payment Agreement will be in writing, sent to the addresses set forth in the Payment Agreement, and deemed received upon personal delivery, the next business day after sending by overnight courier, or three (3) business days after sending by certified mail, return receipt requested.

14. Performance Guarantee

DearDoc offers a performance guarantee subject to the following conditions. Customer must complete all onboarding requirements including but not limited to:

• Provide all requested access credentials within 48 hours of onboarding.
• Complete the onboarding questionnaire.
• Approve or provide feedback on all deliverables within 5 business days.
• Maintain active integrations with required third-party platforms.
• Set up your blog's code.
• Attend all onboarding calls.
• All products must remain live for the duration of the guarantee.

Failure to meet these requirements will void the guarantee.

15. Acceptance of the Terms of Use

These terms of use are entered into by and between You and DearDoc Inc. ("Company," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, "Terms of Use"), govern your access to and use of www.getdeardoc.com, including any content, functionality and services offered on or through www.getdeardoc.com (the "Website"), whether as a guest or a registered user.

By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website. This Website is offered and available to users who are 16 years of age or older.

16. Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes.

17. License Granted by Company

Company gives you a personal, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Company as part of the Services. You may use this software for internal business purposes only, and only in the manner permitted by the Terms. You may not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or the content.

18. Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. You are responsible for making all arrangements necessary for you to have access to the Website and ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential. We have the right to disable any user name, password or other identifier at any time in our sole discretion for any or no reason.

19. Intellectual Property Rights

The Website and its entire contents, features and functionality are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Website for your personal, non-commercial use only.

You must not:

• Modify copies of any materials from this site.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

If you wish to make any use of material on the Website other than that set out in this section, please address your request to: [email protected].

20. Ownership

The Site, Services and Company Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Company and its licensors exclusively own all right, title and interest in and to the Site, Services and Company Content, including all associated intellectual property rights.

21. Trademarks

The Company name, the terms DearDoc, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company.

22. Prohibited Uses

You may use the Website only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Website:

• In any way that violates any applicable federal, state, local or international law or regulation.
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity.
• To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the site.
• Use any robot, spider or other automatic device, process or means to access the Website for any purpose.
• Use any device, software or routine that interferes with the proper working of the Website.
• Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Website.
• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

23. User Contributions

The Website may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, and other interactive features (collectively, "Interactive Services") that allow users to post content or materials (collectively, "User Contributions"). All User Contributions must comply with the Content Standards set out in these Terms of Use.

By providing any User Contribution on the Website, you grant us and our affiliates and service providers the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose. You represent and warrant that you own or control all rights in and to the User Contributions.

24. Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights.
• Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website.
• Terminate or suspend your access to all or part of the Website for any or no reason.

YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

25. Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property rights.
• Violate the legal rights (including the rights of publicity and privacy) of others.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

26. Copyright Infringement

If you believe that any User Contributions violate your copyright, please send a notice of copyright infringement to [email protected]. It is the policy of the Company to terminate the user accounts of repeat infringers.

27. Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk.

28. Changes to the Website

We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.

29. User Accounts / Personal Info

In the course of using the Services, you may be required to provide Company personally identifiable information, including contact information, username and password ("Credentials"). Company handles such information with the utmost attention, care and security. Nonetheless, you, not Company, shall be responsible for maintaining and protecting your Credentials in connection with the Services.

30. Information About You and Your Visits to the Website

All information we collect on this Website is subject to our Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

31. No Price Accuracy Guaranteed

Although Company attempts to ensure the integrity and accurateness of the Website, it makes no guarantees whatsoever as to the correctness or accuracy of the Website (e.g., the pricing of our services). It is possible that the Website could include inaccuracies or errors. In the event that an inaccuracy arises, please inform Company so that it can be corrected.

32. Termination

Without limiting other remedies, Company may at any time suspend, terminate, or refuse to provide you with access to the Site or Services.

UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT, MATERIALS OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON THE SITE OR VIA THE SERVICES WILL NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES THEREAFTER. HOWEVER, COMPANY SHALL CONTINUE TO HAVE A LICENSE TO UTILIZE THE USER CONTENT.

33. Third Party Software

The Services incorporate certain third-party software ("Third Party Software"), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

34. Third Party Services and Materials

You may be able to access or use third party services, resources, content, documentation or materials ("Third Party Materials") as part of or during your use of the Services. You acknowledge and agree to sole responsibility for and assume all risk arising from your access to or use of any such Third Party Materials and Company disclaims any liability that you may incur from your access to or use of such Third Party Materials.

35. TCPA Compliance

To the extent required by law and as applicable to the parties, the parties shall comply with the Telephone Consumer Protection Act, 47 U.S.C. § 227 (the "TCPA"). You will be solely responsible for complying with any messaging consent obligations under the TCPA and TSR in the course of accessing and using the Company Services. You are responsible for obtaining explicit consent(s) from any and all third parties (including your customers) to send and receive SMS and/or emails using the Company Services.

If you submit your mobile telephone number to Company through a webform or any other method, you expressly consent to receive text messages from Company to that mobile phone number. You may opt out at any time.

36. A2P 10DLC Compliance; SMS and Messaging Services

If Customer utilizes any SMS, MMS, text messaging, or messaging-related services provided by DearDoc (collectively, "Messaging Services"), Customer acknowledges and agrees to the following:

36.1 Registration and Campaign Approval

Customer understands that application-to-person (A2P) messaging over U.S. long codes (10DLC) requires registration with mobile carriers and industry registries. Customer agrees to provide accurate and complete business information required for 10DLC registration, provide accurate descriptions of messaging use cases and campaigns, and promptly update any changes to messaging content, volume, or purpose.

36.2 Consent Requirements

Customer is solely responsible for obtaining and maintaining legally sufficient prior express consent from each recipient before sending any SMS or MMS message. Consent must be clearly disclosed, identify the sending entity, disclose message frequency, disclose that message and data rates may apply, include opt-out instructions, and comply with the TCPA, TSR, CTIA guidelines, and all applicable laws.

36.3 Opt-Out Compliance

Customer agrees that all Messaging Services must include clear opt-out instructions (e.g., "Reply STOP to unsubscribe"), immediately honor opt-out requests, and comply with all carrier-required keywords (STOP, HELP, etc.).

36.4 Prohibited Content

Customer shall not use Messaging Services to transmit SHAFT content (Sex, Hate, Alcohol, Firearms, Tobacco) unless properly registered and approved; illegal, deceptive, misleading, or fraudulent content; unlawful marketing under federal or state law; or content violating carrier guidelines or industry standards.

36.5 Carrier Rules; Throughput; Filtering

Customer acknowledges that mobile carriers may filter, block, suspend, or reject messages at their discretion; message throughput limits may apply; delivery is not guaranteed; and carriers may modify rules at any time. DearDoc shall not be liable for carrier filtering, message delays, or delivery failures.

36.6 Indemnification

Customer agrees to defend, indemnify, and hold harmless DearDoc and its affiliates from and against any claims, fines, penalties, regulatory actions, carrier assessments, damages, or attorneys' fees arising from failure to obtain proper consent, non-compliant messaging practices, violations of TCPA, TSR, CTIA, or similar laws, carrier rule violations, or government investigations related to Messaging Services.

36.7 Suspension; Termination

DearDoc may immediately suspend Messaging Services without notice if carrier complaints are received, excessive opt-out or complaint rates occur, registration is rejected or revoked, or regulatory risk is identified. Such suspension does not relieve Customer of payment obligations under any Subscription.

36.8 No Legal Advice

DearDoc does not provide legal advice regarding compliance with messaging laws. Customer is solely responsible for ensuring its messaging practices comply with applicable law.

37. Linking to the Website and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our express consent.

38. Links from the Website

If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.

39. Geographic Restrictions

The owner of the Website is based in the State of New York in the United States. We provide this Website for use only by persons located in the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

40. Disclaimer of Warranties

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

41. Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Website.

42. Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom, shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York.

43. Arbitration

At Company's sole discretion, it may require You to submit any disputes arising from these Terms of Use or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

44. Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

45. Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

46. Entire Agreement

The Terms of Use, our Privacy Policy, and Terms of Sale constitute the sole and entire agreement between you and DearDoc Inc. with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

47. Your Comments and Concerns

This website is operated by DearDoc Inc., 75 Broad Street #1010, New York, NY 10004.

All notices of copyright infringement claims should be sent to the copyright agent at [email protected].

All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: [email protected].

48. Exercising Your CCPA Rights

At DearDoc, we respect your privacy and are committed to helping you understand and exercise your rights under the California Consumer Privacy Act (CCPA). Under the CCPA, you have the right to:

• Know what personal information we collect about you.
• Request deletion or correction of your personal information.
• Access your personal information.
• Opt-out of the sale or sharing of your personal information.
• Limit the use and disclosure of sensitive personal information.

To exercise these rights, you can:

• Email us at [email protected]
• Call us at +1 646-585-9734

We are committed to maintaining the privacy and security of your personal information and do not engage in the practice of selling your personal information with third parties for their direct marketing purposes or for any other commercial gain. DearDoc does not sell or share the personal information of consumers under 16 years of age. DearDoc users have the right to not receive discriminatory treatment by the business for the exercise of privacy rights conferred by the CCPA.