These terms of use (these “Terms”) apply to visitors of ShareRounds (“we” “us” or “our”) websites sharerounds.com, sharerounds.net, and community.sharerounds.net, as well as registered users of our ShareRounds-branded information and technology services and mobile applications (our “Services”).  Please review these Terms carefully.

Please also review our Privacy Policy, which explains how our Services treat your personal data and protect your privacy when you use our Services.  By accessing our Services, you are agreeing to these Terms and our Privacy Policy.

 

1. Accessing our Services

1.1 Registration

The ShareRounds Service is only available for use for medical professionals and their supporting staff.  If you are a Physician, Practice Manager, Office Manager, Biller or other support personnel accessing the Services (otherwise known as “Principals”), on behalf of a medical practice, hospital, or other similar medical institution (the “Institution”), the following terms apply to you:

(i) You represent and warrant that you are acting on behalf of (or have permission from) your Institution to enter into this Agreement and to use the Services as part of your curriculum.

(ii) Only medical practitioners and staff members who are current employees of the Institution may use the Services on the Institution’s behalf. Upon termination of a physician or other staff member’s employment with the Institution, such individual must return and cease using all login details and access he or she has in his or her possession. If at any time you learn a user of the Services claims to be affiliated with your Institution who is not, in fact, affiliated with your Institution, you will notify Company immediately.

We reserve all rights not expressly granted to you.  This means that if you wish to use the Public Services in a way that is not authorized above, you must receive our permission prior to such use.

1.2 Authenticated Services

Our Services are protected by technical measures intended to safeguard the confidentiality, integrity and accessibility of sensitive information our users store and share using our Services.  We call these “Authenticated Services.”  One such safeguard is requiring each user to be properly authenticated by means of authorization (which we call, “Credentials”), such as unique identifiers, API keys, passwords, and the like. In order to obtain Credentials, you must provide certain information about yourself.

By registering for an account on, or otherwise using the ShareRounds Service, you agree that you have read and agree to be bound by and a party to the terms of this agreement without modification and to the exclusion of all other terms.  If you do not unconditionally agree to all the terms of the agreement, you have no right to use the website or Services. Use of company’s services is expressly conditioned upon your assent to all the terms of this agreement, to the exclusion of all other terms.

Your Credentials are unique to you.  You are responsible for all activities that occur under your Credentials until you have properly notified us that your Credentials have been stolen or compromised. Further, you represent, warrant and covenant that:

  • the information you submit in obtaining your Credentials is complete and accurate and identifies you and the name of each of your Principals;
  • you will not share your Credentials with anyone else;
  • you will not circumvent, or attempt to circumvent, any technical measures that we have put in place to safeguard the Protected Services;
  • you will not, without our prior written approval, access or use, or attempt to access or use, any portion of the Authenticated Services other than with (i) a commercial browser (such as Chrome, Internet Explorer or Mozilla Firefox), or (ii) an application made for mobile or handheld device(s) that is developed and distributed by us; and
  • you will not access or use, or attempt to access or use, a Protected Service without validly-issued active Credentials.

You should immediately notify us at Support@ShareRounds.com if your Credentials have been stolen or compromised.   You should also contact your Services Manager to have your password to the Services changed.

We reserve the right to suspend or terminate your access to any Protected Service at any time, with or without cause or notice.  We shall not be liable to you in any way if we suspend or terminate your access to a Protected Service or our Services.

1.3 Additional Safeguards

To further protect the confidentiality, integrity and availability of the information housed and shared on our Services, as well as the stability of our Services, you agree to the following additional safeguards.  Accordingly, you agree that you will not, nor will you attempt to:

  • access, use or disseminate our Services, nor any information or files accessible via our Services, in a manner that violates any applicable law or regulation or the rights of any individual or entity;
  • sell or transfer any information included in our Services or use such information to market any product or service – including by sending, or facilitating the sending of, unsolicited emails or SPAM;
  • probe, scan or test the vulnerability of our Services, or of the system or network supporting our Services, or circumvent any security or authentication measures;
  • disable, bypass, defeat, avoid, remove, deactivate or otherwise circumvent any technical measures we have implemented to safeguard the stability of our Services, or the confidentiality, integrity or availability of any information, content or data hosted or housed on our Services;
  • introduce to our Services any software, code or other device that in any way (i) permits unauthorized access to our systems or any software, hardware, files or data located thereon, (ii) disables or damages or otherwise interferes with or adversely affects the operation of our systems or any software, hardware, files or data located thereon, or (iii) overburdens or interferes with the proper functioning of our Services;
  • disassemble, decompile or reverse engineer our Services;
  • harvest, retrieve, index or publish any portion of our Services unless you are a Public Search Engine engaging in Public Search Services;
  • remove any copyright, trademark or other proprietary rights notices contained in or on our Services; or
  • engage in any activity other than those expressly permitted in these Terms and your User Agreement(s).

 

1.4 United States Only

Access to our Services is administered in the United States (“US”) and is intended for users in the US.  You may not use our Services in any jurisdiction where offering, accessing or using our Services would be illegal or unlawful.

 

2.  Nature of the Content Appearing on our Services

2.1 Overview

Our Services may include text, data, graphics, images, video or other content (collectively, “Content”) created by us or third parties, including other users, professionals, partners, advertisers, sponsors, consumers and governmental agencies.  The Content is provided for general informational purposes, but should not be relied upon for personal, professional, medical or regulatory decisions.  And we do not ensure the completeness, timeliness or accuracy of the Content.

2.2 Blog Posts; Ratings; Surveys; Comments; User-Submitted Content

Our Services allow you to access blogs, message boards, chat services, surveys and other forums where various users can share information, opinions, chats and other Content.  We generally do not pre-screen or monitor user-submitted Content, and such Content may simply represent a user’s opinion or Content a user finds interesting.

2.3 Advertising

Our Services may include advertisements or promotional messages sponsored by third parties (collectively, “Ads”).  The manufacturers, services providers, distributors and resellers of the products and services identified in the Ads are solely responsible for the accuracy of their Ads and the suitability, efficacy, safety and quality of such products or services. An Ad does not in any way constitute or imply our recommendation or endorsement of such product or service.

2.4 Links to Other Sites

Our Services may contain hyperlinks (including hyperlinked Ads) to websites operated by third parties, or to materials or information made available by third parties.  Such links do not constitute or imply our endorsement of such third parties, or of the content of their sites, or the suitability, efficacy, safety or quality of their products or services, or the information privacy or security practices of their websites.

 

3.  Your Interactions and Communications with Us and Our Services

3.1 Visiting Our Websites; Signing-Up for Our Services; Emailing Us

When you sign-up for or log-in to our Services, or when you submit information on a web form or email, you are communicating with us electronically.  When you visit our websites, we and certain third-party service providers collect information during your visit.  In each case, the nature of the information we collect, the duration and manner of how we retain it, how we use it, and to whom we disclose it, is governed by our Privacy Policy.

As part of providing our Services to you, we may need to provide you with certain communications, such as service announcements and administrative messages.  Such communication may be by email, a posting on our Services or some other mechanism.  You consent to receive such communications from us electronically.  If you have registered for one or more of the Protected Services, our Service announcements and administrative messages we provide you are considered part of the Protected Services themselves, which you may not be able to opt-out from receiving until you cease using, or deactivate your Credentials to, such Services.

You agree that all agreements, notices, authorizations, disclosures and other communications that we provide to you electronically, as well as any acceptances, agreements, consents or authorizations that you provide to us electronically, satisfy any and all legal requirement(s) that such communications be in writing.

3.2 Your Participation in Our Community Forums

We may offer one or more forums for the exchange of information among the users of our Services.  You acknowledge that any text, data, graphics, images, video or other content (“Content”) that you submit in any of our forums (including discussion groups, blogs, surveys, ratings, comment forms, or message boards, collectively, “Community Forums”) is available to other users of the Services.  Notwithstanding the foregoing, we are under no obligation to display any of your Content that you submit, and we reserve the right to remove or edit your Content at any time, for any or no reason.

It is important that you act responsibly when submitting Content to a Community Forum.    To access our Community Forums, you will have to register for an account, which will be approved once it is verified that you are a user of our Services.  You are solely responsible for any Content that you post on the Community Forums or transmit to other users of our Services.

Your participation in our Community Forums is contingent on your acknowledgment and agreement with the following:

  • You will only disclose information about yourself on a Community Forum that you consider suitable for public disclosure. Do not disclose information that personally identifies you unless you intend for that information to be disclosed publicly.  We strongly recommend that you refrain from disclosing any sensitive information about yourself on a Community Forum, including information about any medical condition.
  • You will not violate the privacy rights of others, including disclosing information about anyone else’s medical or financial condition or any other sensitive subjects.
  • You will ensure that any Content that you submit to Community Forums is accurate.
  • You will not post any Content that you do not have the right to post; you will not violate any person’s or entity’s intellectual property or proprietary rights, including copyrights, trademarks or trade secret rights.
  • We will not be liable to you for any Content you submit to any Community Forum.

 

3.3 Removal of Content

You understand and agree that we may, but are not obligated to, monitor, edit or remove any Content for any or no reason at any time.  We are not responsible, however, for any delay or failure in removing any Content.

3.4 Reporting Violations

We may provide you with tools with which to report violations of these Terms.  Notwithstanding the availability of such tools, you acknowledge and agree that we are under no obligation to take any action with respect to any such report.

3.5 Copyright Policy

We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.  If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide us with the following information:

  • A physical or electronic signature of the copyright owner or a person authorized to act on behalf of the owner, if someone other than you, of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner; and
  • Your contact information, including your address, telephone number, and email address.

 

We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, ShareRounds will also terminate a user’s account if the user is determined to be a repeat infringer.

Our designated copyright agent for notice of alleged copyright infringement is:

ShareRounds
Attn: Copyright Agent
3231-C Business Park Drive
#220
Vista, CA 92081

 

4.  Miscellaneous

4.1 Ownership

You retain ownership of the intellectual property rights you hold in Content you submit on our Services.  When you submit Content on our Services, you grant us and those we work with a worldwide, royalty-free right to store, host, reproduce, create derivative works of (such as translations, adaptations, reformatted versions and aggregated, anonymized or de-identified versions), publish, publicly perform, display, use and distribute such Content as further described in our Privacy Policy.

If you submit to us any ideas, suggestions or proposals (collectively, “Suggestions”) relating to our Services or other products or services by any means – such as through “Contact Us,” by email, the Feature Request section of our Community Forum, or to our customer support or other personnel – such Suggestions (1) are not governed by our Privacy Policy, (2) we are under no obligation of confidentiality, express or implied, with respect to such Suggestions; (3) we are entitled to use or disclose (or choose not to use or disclose) such Suggestions in any way and for any purpose; (4) such Suggestions automatically become our property without any obligation; and (5) you are not entitled to any accounting, compensation or reimbursement of any kind from us under any circumstances.

Except for your Content, as between you and us, all right, title and interest in and to our Services, the Content, and the structure, organization and arrangement thereof, are and remain the exclusive property of us and our licensors.  Except for the limited specific rights we grant you above, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, exploit or otherwise use our Services or any Content.

4.2. Violations

We reserve the right to monitor any and all use of our Services, and investigate any activity we suspect violates these Terms, a User Agreement, our rights or interest, or the rights or interests of any person or entity.

We reserve the right, to the fullest extent permitted under law, to cooperate with any governmental authority or third party investigating conduct that may be illegal or harm any individual or entity or violates their respective rights.  If, for example, a user threatens to physically harm another user or any other individual, we reserve the right to fully cooperate with law enforcement authorities and the threatened individual.  You hereby consent to our cooperation in such investigation.

4.3 Indemnification

You will indemnify, defend and hold harmless ShareRounds and any of its affiliates, officers, directors, employees, agents, representatives, partners and licensors from and against any and all claims, actions, proceedings, suits, liabilities, damages, settlements, penalties, fines, losses, or expenses, including attorneys’ fees, costs and disbursements, arising out of or in any way connected with your use of our Services.

4.4 Disputes; Governing Law; Jurisdiction

The interpretation of these Terms and the resolution of any disputes arising under these Terms shall be governed by the laws of the State of California, without regard to its conflict of laws provisions.  These Terms shall not be governed by the United Nations Convention on Contract for the International Sale of Goods, the application of which is expressly disclaimed.  If any action or other proceeding is brought on or in connection with these Terms, you agree to submit to the personal jurisdiction of the state and federal courts located in the City and County of San Diego in the State of California, and agree not to bring any of action relating to the use of our Services or to these of these Terms in any court in any jurisdiction other than the state or federal courts located in the county of San Diego, State of California.  We shall have the right to commence and prosecute any legal or equitable action or proceeding before any US or non-US court of competent jurisdiction to enforce these Terms or to protect our or any third party’s rights in our Services or any data, information or other content made available via our Services.  You hereby waive any right to a jury trial.  You also agree that we may bring suit in court to enjoin any violation of these Terms without the posting of a bond or security, in addition to whatever remedies we might have at law.  In any dispute between you and us where we prevail, we shall be entitled to recover our reasonable attorney fees, court costs, disbursements, and other legal expenses.

4.5 Termination

You agree and acknowledge that we may suspend or terminate your authorization to access any of our Services, with or without notice or cause, for any or no reason, and without any liability to you.  Sections 4.1 through 4.14 shall survive any termination or expiration of these Terms.

All accounts inactive for 60 days or more will be considered abandoned, and as such account access will be terminated.

4.6 Disclaimers and Limitations on Liability

ACCESS TO OUR SERVICES AND THE INFORMATION AND CONTENT CONTAINED THEREON IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WE HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE.  WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT BREACHES OF SECURITY AND YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON OUR SERVICES OR THE INFORMATION IN OUR SERVICES, INCLUDING INACCURATE OR INCOMPLETE INFORMATION.  WE EXPRESSLY DISCLAIM ANY LIABILITY WITH RESPECT TO ANY INJURY CAUSED BY ANY USER, OR ANY DAMAGE SUFFERED BY ANY USER, AS A RESULT OF THE ACTIONS OR INACTIONS OF ANY OTHER USER. IF YOU ARE DISSATISFIED WITH OUR SERVICES OR ANY CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING OUR SERVICES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO IN THESE JURISDICTIONS THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO THE USER.

4.7 Risks You Assume

WITHOUT LIMITING ANY OF THE OTHER RISKS WE HAVE DISCLOSED TO YOU IN THESE TERMS, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF OUR SERVICES, INCLUDING ANY CONTENT YOU SUBMIT TO USE AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE AND ACCESS TO OUR SERVICES AND THE INFORMATION AND CONTENT CONTAINED THEREIN, AND ANY SITES LINKED THROUGH OUR SERVICES AND ANY DATA TRANSMITTED THROUGH OUR SERVICES IS AT YOUR SOLE RISK.  ACCORDINGLY, WE DO NOT ASSUME ANY LIABILITY TO YOU FOR OR RELATING TO ANY OF YOUR ACTIONS, INCLUDING THE PUBLICATION OF ANY CONTENT YOU SUBMIT OR OUR EXERCISE OF THE RIGHTS YOU GRANT TO US WITH RESPECT THERETO.

4.8 Limitation of Liability

IN NO EVENT SHALL WE OR ANY OF OUR SUBSIDIARIES OR AFFILIATES, OR OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (COLLECTIVELY, THE “SHAREROUNDS ENTITIES”) BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF INFORMATION, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF WE HAVE BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, OUR AGGREGATE LIABILITY IN RESPECT OF ANY CLAIM OR ACTION YOU MAY BRING AGAINST US OR ANY OF THE SHAREROUNDS ENTITIES, REGARDLESS OF FORM OF ACTION OR THEORY OF LIABILITY, SHALL BE LIMITED TO THE GREATER OF (1) ONE HUNDRED UNITED STATES DOLLARS (US \$100), AND (2) THE AGGREGATE FEES ACTUALLY PAID BY YOU TO US FOR THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM OR ACTION.  YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR UNSUSPECTED.  ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF ANY LAW, INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE § 1542 (OR SIMILAR PROVISIONS OF THE LAWS OF OTHER STATES), WHICH STATES,

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

IN THE CASE OF A JURISDICTION THAT RESTRICTS LIMITATION CLAUSES, THIS LIMITATION SHALL BE APPLIED TO THE GREATEST EXTENT PERMITTED BY LAW.  NOTHING IN THESE TERMS OF USE IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE THAT MAY NOT BE LAWFULLY TERMINATED.

4.9 Severability

If any provision of these Terms is deemed invalid or unenforceable, then (a) that provision shall be construed to the extent necessary to make it valid and enforceable in such a manner as comes closest to preserving the intentions of such provision, and (b) the remaining provisions shall remain in full force and effect.

4.10 No Waiver

Our failure at any time to require performance by you of any provision of these Terms shall in no way affect our right to enforce such provision, nor shall the waiver of any breach by you of any provision herein constitute a waiver of any succeeding breach or the provision itself.

4.11 Interpretation

For the purpose of these Terms, “you” means the individual user of our Services.  If your access or use of our Services is, directly or indirectly, on behalf of one or more third parties (such as, without limitation, your employer), then “you” also refers to such Principal.  If you are using our Services on behalf of a Principal, (a) you represent and warrant that you have the authority to bind, and have bound, such Principal to these Terms; and (b) you agree to be jointly and severally liable for any breach of these Terms by Principal.

“ShareRounds,” “we,” “our,” and “us” means, collectively, ShareRounds, Inc. and our current and future subsidiaries and affiliates.

In addition, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” shall be construed to have the same meaning and effect as “and/or.”  The words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to these Terms.  The headings used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.

These Terms, together with your User Agreement(s), constitute the entire agreement between you and ShareRounds regarding any services accessed via our Services, and supersede all previous communications, representations, or understandings, either oral or written, relating to the subject matter hereof; provided, however, (a) in the event of an express conflict between any specific provision included in these Terms and an express provision in a User Agreement, the provision set forth in User Agreement shall prevail, and (b) these Terms shall cover all rights, obligations, terms and conditions not expressly addressed in such User Agreement.

4.12 Electronic Contracting

Your use of our Services includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY SUCH AGREEMENTS AND TRANSACTIONS.  YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

4.13 Assignment

We may freely assign these Terms in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

4.14 Amendments

We may update or change our Services or the provisions set forth in these Terms from time to time and recommend that you review these Terms on a regular basis.  You understand and agree that your continued use of our Services after these Terms have been updated or changed constitutes your acceptance of the revised Terms.  Without limiting the foregoing, if we make a change to these Terms that materially affects your use of the Services, we may post notice or notify you via email or our website(s) of any such change.  The most current version of the Terms shall govern and supersede all previous versions.

 

Date of Last Revision:  January 4, 2016