Please ensure Javascript is enabled for purposes of website accessibility

    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.
    ‍
    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 support@getdeardoc.com

    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. The Parties hereby agree that Customer’s payment of all anticipated fees related to, or arising from, the agreed-upon Services in the event of early termination are not established as a penalty but are specified liquidated damages hereto that are fair and equitable in their reasonably estimated amounts to cover existing and expected losses incurred by DearDoc.

    2. Service Fees; Payments and Billing

    2.1 Payment Terms. Payments from the Customer to DearDoc for Services rendered (the “Service Fee”) will be made on the first day of each billing period, unless otherwise approved in writing by DearDoc. Customer must provide its credit card information or wiring instructions to an account with sufficient funds in the case of ACH payments, to be kept on-file with DearDoc for payment of all Service Fees, Additional Service Fees (as defined below), and any other fees and expenses owed to DearDoc. DearDoc will not be held liable for any payment declines and/or losses resulting from the misuse or decline of any payment or billing information. All fees will be paid in United States dollars.

    2.2 Late Payment Fee. Customer will be responsible for a late fee in an amount equal to 5% of the Service Fee, plus 5% of the Additional Service Fee, if any, that shall be compounded for every month that such fees are continually outstanding.

    2.3 Additional Services. All requests for additional services (the “Additional Services”) not originally provided as part of the Services under any Payment Agreement will be agreed to, in writing, before DearDoc commences any such Additional Services. The written agreement for Additional Services will set forth a detailed description of the requested Additional Services, a timeline of expected completion, and an estimate of the anticipated fees associated with the Additional Services. Customer will owe an additional fee for the Additional Services (the “Additional Service Fee”). The Additional Services will be complete when the Additional Services are delivered to the Customer and not based on any subjective feedback of the Customer. All Additional Service Fees (including, but not limited to setup, consulting, research and/or custom project requests) must be paid to DearDoc within one week of completion and invoicing the Customer, whereby DearDoc shall be authorized to run Customer’s credit card or wiring details one week following the date of the invoice for the Additional Services.

    2.4 Rebates/Adjustments. This Agreement is not subject to any rebates or discounts, unless agreed to by DearDoc in its sole discretion.

    2.5 Suspension of Services. Customer shall be in material breach of any Payment Agreement if Customer is more than thirty (30) days past due on payments to DearDoc, or to any of DearDoc’s third-party affiliates. Upon DearDoc’s sole discretion, DearDoc may opt to suspend all Services, in lieu of providing a termination notice and subsequent termination, until all past due charges are paid. In this situation, the Customer will continue to be responsible for any monthly charges during any period that Services are suspended or not delivered due to the Customer’s continuing breach, unless stated otherwise and agreed to by DearDoc in writing.

    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; provided, however that DearDoc will be subject to the overarching goals and objectives set forth by Customer, as well as responsible for the performance of any subcontractor.

    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. DearDoc will notify Customer if Customer’s actions may be preventing DearDoc from providing a Service as outlined in the Payment Agreement. Upon such material breach, DearDoc may elect, in its sole discretion, to suspend or terminate the affected Services.

    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”). Such Customer Information includes, but is not limited to, monthly updates on performance of Services for the duration of the Payment Agreement. Customer’s delivery of necessary content and information will be made within a commercially reasonable period after requested by DearDoc so that the development, and release of the Services are not unreasonably delayed. Furthermore, the Customer agrees to make its team available to DearDoc according to the relevant areas of responsibility as needed for completing the Services. If the Customer cannot deliver the Customer Information to DearDoc, then the Customer will not hold DearDoc liable for failure of execution of Services. 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. Customer waives the right to inspect, review, or approve of the finished content produced by DearDoc, unless explicitly stated by the Customer and approved of by DearDoc in writing. Customer understands that the expected results may be delayed and/or damaged significantly if it is required that all finished content be reviewed and approved of by the Customer.

    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. Such information will include any trademark, service mark, copyright, or other intellectual property registration mark within the Customer Information.

    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. Customer is solely responsible for complying with the advertising rules, rules of professional conduct, and any other rules that may apply to Customer’s business during the performance of the Payment Agreement. During the Term, Customer may provide DearDoc with updated or additional Customer Information to incorporate within the Services. Customer will identify and notify DearDoc of any obsolete Customer Information for deletion purposes. Furthermore, Customer will conform with DearDoc’s guidelines and product specifications when uploading and supplementing Customer Information and other requested modifications.

    4. Intellectual Property

    4.1 Rights and Ownership. Except as otherwise provided in the Payment Agreement or other agreement between the Parties, all rights, titles and interests in and to all, (i) registered and unregistered trademarks, service marks, and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software; and (vi) all other intellectual property, proprietary rights, or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of DearDoc Services identified herein (“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. Customer acknowledges that no title to the Intellectual Property Rights has been transferred by DearDoc to Customer, and that Customer has not obtained any rights, express or implied, in DearDoc or its licensors’ services, other than the rights expressly granted in the Payment Agreement. 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, even if having to do with any generalizable components of the Customer’s industry or line-of-business.

    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. This includes, but is not limited to, any sale, transfer, or gift of the whole or of any part of any item, data, or anything whatsoever that DearDoc owns. Customer fully understands that DearDoc may reproduce, reuse, develop, and use in any other way anything within DearDoc’s ownership.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; provided, however, that except as set forth in this license grant, the license does not transfer ownership to Customer of any Intellectual Property Rights that are owned exclusively by DearDoc or its licensors.

    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. Confidential Information may be communicated orally, visually, in writing or in any other recorded or tangible form. Data and information will be considered to be Confidential Information if: (a) the relevant Party has marked them as such; (b) the relevant Party, orally or in writing, has advised the other Party of their confidential nature; or (c) due to their character or nature, a reasonable person in a like position and under like circumstances would treat them as secret and confidential.

    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.

    Under no circumstances will either Party sell, publish, display, copy, distribute, or otherwise make available Confidential Information in any form or by any means, except as expressly permitted by the Payment Agreement, including without limitation the transfer to a third party or, if not expressly prohibited by the Payment Agreement, as allowed under the fair use provision of the Copyright Act, 17 U.S.C. § 107. Each Party will take all reasonable steps, in accordance with the best industry practices, to protect the security of the Confidential Information and to prevent unauthorized use or disclosure. Each Party is responsible for all access to and use of the Confidential Information by the other Party’s employees or agents or by means of the other Party’s equipment or usernames and passwords, whether or not the other Party has knowledge of or authorizes such access or use.

    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, or any applicable law or regulation, and will not breach any agreement, instrument, or order to which it is subject; and (iii) it is the owner of, or has a license to use, any copyrights, patents, trademarks, trade secrets, or other intellectual property granted or conveyed herein, and that any rights, licenses, or other uses granted by such Party do not infringe or misappropriate any right of any third party.

    6.2 DEARDOC 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, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE.

    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, its respective members, partners, directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with any Payment Agreement. 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 to be used for the purposes of Social Media Optimization, Social Media Management, Search Engine Marketing, Search Engine Optimization, Pay-Per-Click Advertising, Display Advertising, Email Marketing, Website Development, Listing Management, Multimedia Development, Direct Messaging, Text Message Marketing, and other marketing activities, unless otherwise specified by the Customer, in writing. The Customer agrees to hold harmless DearDoc, its affiliates, employees and representatives against all liability, loss, damage and expense of any nature, including but not limited to attorneys’ fees, arising out of; (a) the publishing or creation of any content, messages, media and advertisements created by or on behalf of the Customer, regardless of whether the Customer participated in or approved of the creation or publishing of such content; (b) the content created or published by or on behalf of the Customer before and/or after the inception of the Payment Agreement; (c) any violation of the CAN-SPAM Act; (d) the products and/or services promoted, sold, presented and/or contained in the Customer’s content or advertisements; and (e) any call-tracking services.

    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, INCLUDING THE RESULT OF ERRORS OR OMISSIONS, THE REJECTION OR REMOVAL OF ANY ADVERTISING, ANY DELAY IN DISPLAYING CONTENT, DEARDOC THIRD-PARTY SERVICE PROVIDER(S) FAILURE TO DISPLAY OR DISTRIBUTE ADVERTISING, OR DEARDOC THIRD-PARTY SERVICE PROVIDER(S) FAILURE TO PERFORM THE SERVICES. DEARDOC’S ACCEPTANCE OF THIS AGREEMENT AND THE RATES CHARGED FOR THE ADVERTISING AND OTHER SERVICES ARE BASED UPON THE LIMITATION OF DEARDOC’S LIABILITY AS SET FORTH HEREIN. ANY ESTIMATES OF PERFORMANCE MADE BY DEARDOC ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY, AND DO NOT CONSTITUTE, AND WILL NOT BE CONSIDERED, A GUARANTEE OF PERFORMANCE OR A GUARANTEE OF RETURN. DEARDOC’S LIABILITY FOR ALL CLAIMS BROUGHT BY THE CLIENT ARE LIMITED TO ONE HUNDRED DOLLARS AND NO CENTS $100.

    The Customer acknowledges and agrees that DearDoc may be using third-party service providers and websites to publish content on behalf of the Customer, and that DearDoc will not be held liable for any changes made or losses caused by a third-party service provider, including but not limited to algorithm changes that result in any changes made to the Customer’s results, advertising, or placements.

    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, especially if this is done with the intent of recruiting any employee to one’s own business. In addition, neither Party will offer any ‘side-jobs’ to employees of the other company, without written approval from the Customer and/or DearDoc.

    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 to DearDoc under the Payment Agreement through the end of the Original Term, the Customer may request the assignment of ownership of the Assets, and DearDoc will assign ownership of the Assets to the Customer. If the Customer wishes to obtain ownership of the Assets prior to the end of the Original Term, the Customer may do so by paying DearDoc a one-time fee of $10,000 (in addition to any applicable transfer fees described below). This purchase of the Assets does not terminate any other terms of the Payment Agreement nor eliminate any other payment obligations under a Payment Agreement.

    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. These transfer fees are applicable to any stage of the Original Term, the Renewal Term, or any future contract or agreement with any affiliate, and are independent from the ownership of the Assets.

    10.3 Admin Access. After the end of the Original Term and if all amounts due under the Payment Agreement have been paid by the Customer, DearDoc will give administrative rights to the Customer on its accounts, including but not limited to, the website, content, landing pages, and ads account. Customer will be charged on an hourly basis at DearDoc’s then hourly rates, for any for any development time that DearDoc is required to undertake in connection with any changes made to the Assets by Customer.

    10.4 DearDoc Access. The Customer is prohibited from removing DearDoc’s access to the Assets for the duration of the Payment Agreement. Customer will be in material breach of this Payment Agreement in the event the Customer removes DearDoc’s access to any of the Assets.

    11. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DEARDOC OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES OR THE CONTENT AND 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). THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR DEARDOC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. BY CONSENTING TO THE TERMS OF THIS AGREEMENT AND USE OF THE SERVICES, YOU EXPRESSLY CONSENT TO THE LIMITATION OF LIABILITY SET FORTH ABOVE IN THIS PROVISION.

    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 or network provider services (each, a “Force Majeure Event”), DearDoc’s performance will be excused and the time for performance will be extended accordingly provided that Company promptly takes all commercially reasonable steps to resume full performance. If DearDoc’s performance is prevented or delayed for more than thirty (30) consecutive days due to a Force Majeure Event, then Customer may terminate the Payment Agreement for Cause upon delivery of written notice to DearDoc.

    13. General Terms.

    13.1 Independent Contractor. DearDoc will act as an independent contractor under the terms of the Payment Agreement and to perform the Services. DearDoc will retain the power and authority to supervise and control performance of the Services by DearDoc’s employees, including the power to discipline, hire and fire DearDoc’s employees. Nothing in the Payment Agreement will be construed to (a) give either Party the power to direct or control the daily activities of the other Party, or (b) constitute the Parties as employer and employee, franchisor and franchisee, licensor and licensee, sub-licensor, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. DearDoc recognizes that the needs of the Customer may change over the course of the Payment Agreement and will accommodate such changing needs with modification of the specified Services by mutual agreement based on an equitable shift in work effort. DearDoc may work with any/all competitors of the Customer, unless stated otherwise in writing.
    ‍
    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 who have the authority to settle such controversy. If there is no resolution, the Parties will submit the dispute to binding arbitration; however, the Parties may agree to use a mutually agreed upon non-binding mediation prior to resorting to 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, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

    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, and the Payment Agreement will be interpreted and construed as if such term or provision, to the extent the same will be held to be invalid, illegal, or unenforceable, had never been contained herein.

    13.6 Entire Agreement. This Agreement represents the entire agreement between the Parties regarding the subject matter hereof and supersede all previous representations, understandings or agreements, oral or written, between the Parties with respect to the subject matter hereof and will prevail notwithstanding any variances with Terms of Service of any order submitted.

    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. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a Party at law or in equity. Use of the Services constitutes acceptance of the Payment Agreement, which cannot be modified except by written instrument signed by the Parties hereto.

    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. Except for actions for non-payment or breach of either Party’s intellectual property rights, no action (regardless of form) arising out of the Payment Agreement may be commenced by either Party more than two (2) years after the cause of action has accrued.

    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 or to a wholly owned subsidiary 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, including without limitation post-judgment costs for legal services at trial and appellate levels.

    13.11 Notices. All notices under the Payment Agreement will be in writing, sent to the addresses set forth in the Agreement, sent via personal delivery including via courier service), e-mail. Notices will be effective upon confirmed signature and delivery if sent via personal delivery; or upon written confirmation receipt if sent via e-mail.

    13.12 Opt In. By Providing My Phone Number, I Authorize DearDoc And Its Affiliates To Deliver Recurring Informational And Marketing Text Messages And Calls To The Phone Number I Provided About DearDoc’s Products, Services, And Information, Including With An Automatic Telephone Dialing System Or Pre-Recorded Or Artificial Voice Messages, Even If My Phone Number Is Listed On Any Do Not Call Registry. I Understand My Consent Is Not A Condition Of Purchase. I Also Agree To DearDoc’s Privacy Policies And Terms.  Standard Messaging And Data Rates May Apply.


    Website Terms of Use
    Last Updated: November 2023
    ‍
    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.If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at http://getdeardoc.com/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 13 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website. shall maintain their definitions throughout these terms and will apply, whether singular or plural.

    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, and apply to all access to and use of the Website thereafter.Your continued use of the Website following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

    ‍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 provided to you by Company. Please note that 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 provided by or on behalf of Company through the Services (the content) in any way, except as permitted by the Terms.

    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. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

    You are responsible for both:
    ‍
    -Making all arrangements necessary for you to have access to the Website.

    Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

    To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

    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, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

    We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

    Intellectual Property Rights

    ‍    The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), 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 reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website, except as follows:

    -Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.

    -You may store files that are automatically cached by your Web browser for display enhancement purposes.

    -You may print one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication or distribution.

    -If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

    -If we provide {Invalid hyperlink URL} with certain content, you may take such actions as are enabled by such features.

    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.

    You must not access or use for any commercial purposes any part of the Website or any services or materials available through the Website. 

    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: info@getdeardoc.com.

    If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Website in breach of the Terms of Use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

    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. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services or Company Content. Company claims no ownership interest in any Third Party Materials and expressly disclaims any liability concerning those materials.

    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. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
    ‍
    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 (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). 

    -For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

    -To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.

    -To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail," "chain letter," "spam," or any other similar solicitation.

    -To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).

    -To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.

    Additionally, you agree not to:

    -Use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

    -Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.

    -Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.

    -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, the server on which the Website is stored, or any server, computer or database connected to the Website. 

    -Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.

    -Otherwise attempt to interfere with the proper working of the Website.

    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, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Website.

    All User Contributions must comply with the Content Standards set out in these Terms of Use.

    Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Website, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns 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 and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.

    -All of your User Contributions do and will comply with these Terms of Use. 

    You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

    We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website.

    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 in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for the Company.

    -Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.

    -Take appropriate legal action, including without limitation, 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, including without limitation, any violation of these Terms of Use.

    Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. 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.

    However, we do not undertake to review material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

    Content Standards

    ‍    These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, 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 based on race, sex, religion, nationality, disability, sexual orientation or age.Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.

    -Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.

    -Be likely to deceive any person.

    -Promote any illegal activity, or advocate, promote or assist any unlawful act.

    -Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.

    -Impersonate any person, or misrepresent your identity or affiliation with any person or organization. 

    -Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.

    -Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
    ‍
    Copyright Infringement

    ‍    By using this website, you agree to respect the intellectual property rights of others. If you believe that your copyright-protected work has been copied in a way that constitutes copyright infringement, please provide the following information to our Copyright Agent:

    -A physical or electronic signature of the copyright owner or a person authorized to act on their behalfA description of the copyrighted work that you claim has been infringed.
    ‍
    -A description of where the alleged infringing material is located on the website

    -Your contact information, including your address, telephone number, and email address

    -A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law

    -A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
    ‍
    Our Copyright Agent can be reached at info@getdeardoc.com. Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. We will remove the infringing material as soon as possible once we have received proper notice. We may also terminate the accounts of users who repeatedly infringe the copyright rights of others.

    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. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

    This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

    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.

    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. If your contact information, or other information relating to your username or password changes, you must notify Company promptly and keep such information current. You are solely responsible for any activity using your Credentials, whether or not you authorized that activity. You should immediately notify Company of any unauthorized use of your Credentials or if your email or password has been hacked or stolen. If you discover that someone is using your Credentials without your consent, or you discover any other breach of security, you agree to notify Company immediately.

    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.
    ‍

    Purchases, Pricing, Billing, and Late Payments

    ‍    All purchases through our site or other transactions for the sale of services or information formed through the Website, or as a result of visits made by you is subject to the terms of a Purchase Agreement in addition to the Terms of Use, which are hereby incorporated into these Terms of Use.

    Additional terms and conditions may also apply to specific portions, services or features of the Website. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

    Please see your Payment Agreement for information regarding pricing and billing for these Services. If you have any questions about Company’s billing policies, please contact Company at info@getdeardoc.com

    You are responsible for any fees applicable to products, services or licenses you purchase or that are purchased through your account. You authorize us or our designated payment processor to charge your specified credit card, debit card or other payment method for such fees.

    Unless otherwise specified, all fees are in United States dollars and all charges will be made in United States dollars. Any applicable sales or other taxes are additional to the stated fee. Currency exchange settlements and foreign transaction fees are based on your agreement with your credit card or other payment method provider. Except as required by law or otherwise stated on the Website or in the services, all fees are nonrefundable and payments and purchases may not be canceled by the user. However, we reserve the right to refuse or terminate any purchase or attempted purchase at any time in our sole discretion.

    All purchases through our Company or other transactions formed through the Website are further governed by a separate sales contract, which will be presented to you for review before each purchase or transaction is consummated.

    Your failure to pay undisputed fees when due constitutes a material breach of these Terms of Use. If payment is not made within thirty (30) days of when it is due, Company may, in its sole discretion, choose to do any or all of the following: (i) charge you a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly; (ii) charge your checking/savings account or credit card on a prorated monthly basis over the fees (iii) suspend your access to the Services. Company’s suspension or resumption of the Services does not limit or prevent Company from pursuing all other remedies available.

    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, and that unauthorized additions, deletions and alterations could be made to the Website by third parties. In the event that an inaccuracy arises, please inform Company so that it can be corrected. Information contained on the Website may be changed or updated without notice.

    Termination
    ‍
    Without limiting other remedies, Company may at any time suspend, terminate, or refuse to provide you with access to the Site or Services. In addition, Company may notify authorities or take any actions it deems appropriate, without notice to you, if Company suspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms and Conditions or any policies or rules established by Company; or (ii) engaged in actions relating to or in the course of using the Site or Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, Company users, Company or any other third parties or the Site or Services.

    Without limiting any other terms of these Terms and Conditions, you may stop using the Site and Services at any time.

    After any termination, you understand and acknowledge that we will have no further obligation to provide the Site or Services and all licenses and other rights granted to you by these Terms and Conditions will immediately cease. Company will not be liable to you or any third party for termination of the Site or Services or termination of your use of either. 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.

    Any suspension, termination or cancellation will not affect your obligations to Company under these Terms of Use (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.

    If you enter into a contract with Company for Services, your contract is for the minimum of one year. You do not have the right to terminate for convenience unless you pay the remainder of the fees due under the current term of the agreement.

    Renewals
    ‍
    All contracts will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 30 days prior to the end of the current term. The Terms of Use will continue to apply during any renewal period.

    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.

    Third Party Services and Materials
    ‍
    You may be able to access or use third party services, Third Party Software, 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 or any User Content via Company or the Services. You acknowledge and agree that Company: (a) is not responsible for the availability or accuracy of such Third Party Materials or the products or services or available from such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to or use of such Third Party Materials; (c) does not make any promises to remove Third Party Materials from being accessed through the Services and your ability to access or link to Third Party Materials does not create or imply any endorsement by Company of Third Party Materials or any such third party services; and (d) has no responsibility or liability for the deletion or failure to store any Third Party Materials maintained or transmitted through use of the Services. You further acknowledge and agree that you are solely responsible for backing up and making copies of any Third Party Materials that you wish to preserve.

    TCPA Compliance
    ‍
    Your 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. Company shall have the same obligation to obtain third party consent for all parties from which it is directly obtaining their phone number(s). Each party is liable for, and shall indemnify, defend and hold harmless the other party from and against any and all damages, liabilities, judgments, fees, fines, costs and expenses (including reasonable attorneys’ fees) incurred by the non-breaching party arising from any claims, demands or legal actions made against it resulting from your breach of this Section 6.

    Company compliance: 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.

    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.

    This Website may provide certain social media features that enable you to:

    -Link from your own or certain third-party websites to certain content on this Website.

    -Send e-mails or other communications with certain content, or links to certain content, on this Website.

    -Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.

    You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

    -Establish a link from any website that is not owned by you.

    -Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.

    -Link to any part of the Website other than the homepage.

    -Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms of Use.

    The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

    You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

    We may disable all or any social media features and any links at any time without notice in our discretion.

    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. This includes links contained in advertisements, including banner advertisements and sponsored links. 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. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

    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. We make no claims that the Website or any of its content is accessible or appropriate outside of 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.

    Disclaimer of Warranties

    ‍    You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

    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. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. 

    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.

    THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    Limitation on Liability

    ‍    TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

    THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

    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, including, but not limited to, your User Contributions, any use of the Website's content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Website.

    Governing Law and Jurisdiction

    ‍    All matters relating to the Website and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), 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 (whether of the State of New York or any other jurisdiction).

    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. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

    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.

    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.

    Waiver and Severability

    ‍    No waiver of 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, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

    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.

    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.

    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 info@getdeardoc.com in the manner and by the means set forth therein.

    All other feedback, comments, requests for technical support and other communications relating to the Website should be directed to: info@getdeardoc.com.