4. Eligibility. 4.1. By accessing and/or using the Service, including by doing so after accessing this Agreement, you represent and warrant that you are either (1) at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law or (2) between the ages of 13 and 18 and have submitted a signed parental and/or guardian consent form to DocTalkGo. 4.2. Corporate Use. If you are using the Service on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
6. License. Subject to your compliance with these Terms of Service, DocTalkGo grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Website, and to use the Service. No part of the Service, including the Website, may be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior express written consent of DocTalkGo. All rights not expressly granted in this Agreement are reserved by DocTalkGo. Without limitation, this Agreement grants you no rights to the intellectual property of DocTalkGo or any other party, except as expressly stated in this Agreement. The license granted in this section is conditioned on your compliance with this Agreement. Your rights under this section will immediately terminate if, in the sole judgment of DocTalkGo, you have breached any provision of this Agreement. 7. Software Updates. DocTalkGo reserves the right, in its sole discretion, to update, modify, or remove the features, functionality, or other aspects of its Website and Service at any time. 8. DocTalkGo Practice. DocTalkGo doctors, nutritionists, and other healthcare professionals are part of the DocTalkGo practice. 9. No Reliance on Third Party Content. Opinions, advice, statements, or other information made available through the Service by third parties are those of their respective authors, and should not necessarily be relied upon. Those authors are solely responsible for their content. DocTalkGo does not: (i) guarantee the accuracy, completeness, or usefulness of any third-party information accessible on or through the Service; or (ii) adopt, endorse, or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by a third party through the Service. Under no circumstances will DocTalkGo be responsible for any loss or damage resulting from your reliance on information or other content posted through the Service transmitted to or by any third party.
10. Assumption of Risk; Release. You knowingly and freely assume all risk when using the Service. You, on behalf of yourself, your personal representatives, and your heirs, voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify DocTalkGo and its stockholders, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the “Company Parties“) from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Service.
15. Payments. 15.2. You acknowledge and agree that DocTalkGo reserves the right to charge for access to the Service, including for Teleconsultations. DocTalkGo reserves the right, in its sole discretion, to change the fees and charges in effect, or to add new fees and charges, by posting such changes or providing notice to you. 15.3. All fees and charges are nonrefundable, and there are no refunds. Due to the nature of the Service, DocTalkGo cannot accept any return. 15.4. You agree to timely pay for all products ordered by you and other charges incurred by you through the Service. By using the Service, you authorize DocTalkGo and/or its payment processor to charge DocTalkGo fees to the payment method you provide, in addition to applicable sales and other taxes.
12. Interactions with Doctors. DocTalkGo facilitates communication between doctors and patients. You are solely responsible for your interactions with DocTalkGo doctors and for providing all necessary information to them. In no event shall DocTalkGo be liable for indirect, special, incidental, or consequential damages arising out of or relating to any user’s conduct in connection with such user’s use of the Service, including, without limitation, bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or any other damages resulting from communications or meetings between users. 13. Consent to Receive Electronic Communications from Company. By registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you expressly consent to receive electronic and other communications from DocTalkGo, over the short term and periodically, including email and short-message service (“SMS” or “text message”) communications. These communications will be about the Service, new product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by sending an email to unsubscribe@DocTalkGo.com. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing. 14. Consent to Receive Electronic Communications from Users. Without limitation, by registering for the Service and providing your name, email, postal or residential address, and/or phone number through the Service, you consent to receive electronic communications, including email, instant messages, video conferencing, and other personal messages from other users of the Service.
16. Third Party Websites. The Service may be linked with the websites of third parties (“Third Party Websites“), some of whom may have established relationships with DocTalkGo and some of whom may not. DocTalkGo does not have control over the content and performance of Third Party Websites. DocTalkGo has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third Party Websites. Accordingly, DocTalkGo does not represent, warrant, or endorse any Third Party Websites, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third Party Websites. DocTalkGo disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Websites.
17. Prohibited Uses. DocTalkGo imposes certain restrictions on your use of the Service. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited: 17.1. harassing or stalking any person, or contacting any person who has requested not to be contacted 17.2. providing false, misleading, or inaccurate information to DocTalkGo or any other person in connection with the Service 17.3. impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity 17.4. modifying or changing the placement and location of any advertisement posted through the Service 17.5. harvesting or otherwise collecting information about users, including email addresses and phone numbers 17.6. without express written permission from DocTalkGo, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Service for any use, including without limitation use on Third Party Websites 17.7. accessing content or data not intended for you, or logging into a server or account that you are not authorized to access 17.8. attempting to probe, scan, or test the vulnerability of the Service, or any associated system or network, or breaching security or authentication measures without proper authorization 17.9. interfering or attempt to interfere with the use of the Service by any other user, host, or network, including (without limitation) by submitting malware or exploiting software vulnerabilities 17.10. using the Service to send unsolicited email, including without limitation promotions or advertisements for products or services 17.11. forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Service (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers)
17.12. while using the Service, using ad-blocking or other content-blocking software, browser extensions, or built-in browser options designed to hide, block, or prevent the proper display of online advertising 17.13. attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Service, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Service to determine and/or audit advertising revenues and payments, if applicable 17.14. creating additional accounts to promote your (or another’s) business, or causing others to do so 17.15. paying anyone for interactions on the Service 18. Intellectual Property.
18.1. Compliance with Law. 18.1.1. You represent and warrant that, when using the Service, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Service is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. 18.1.2. You represent and warrant that you are the sole and exclusive owner of any User Content that you submit through the Service. You shall be solely responsible for any violations of any laws and for any infringements of third- party rights caused by your use of the Service. DocTalkGo users bear the sole burden of proving that content, information, or other materials do not violate any laws or third-party rights. 18.2. Trademarks. DocTalkGo and the DocTalkGo logo (collectively, the “Company Marks“) are trademarks or registered trademarks of DocTalkGo. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Service may be the trademarks of third parties. Neither your use of the Service nor this Agreement grant you any right, title, or interest in, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Service will inure to the benefit of DocTalkGo, and you agree to assign, and do assign, all such goodwill to DocTalkGo. You shall not at any time, nor shall you assist others to, challenge DocTalkGo right, title, or interest in, or the validity of, the Company Marks. 18.3. Copyrighted Materials; Copyright Notice. All content and other materials available through the Service, including without limitation the DocTalkGo logo, design, text, graphics, and other files, and their selection, arrangement, and organization, are either owned by DocTalkGo or are the property of DocTalkGo licensors and suppliers. Except as explicitly provided, neither your use of the Service nor this Agreement grant you any right, title, or interest in any such materials. 18.4. DMCA Policy. 18.4.1. As DocTalkGo asks others to respect DocTalkGo intellectual property rights, DocTalkGo respects the intellectual property rights of others. DocTalkGo follows the notice and takedown procedures in the Digital Millennium Copyright Act (“DMCA“). 18.4.2. If you believe content located on or linked to by the Service violates your copyright, please immediately notify DocTalkGo by emailed DMCA takedown notice (“Infringement Notice“), providing the information described below. If DocTalkGo takes action in response to an Infringement Notice, it will make a good faith attempt to contact the party who made the content available at the most recent email address that party provided to DocTalkGo. 18.4.3. Under the DMCA, you may be held liable for damages based on material misrepresentations in your Infringement Notice. You must also make a good-faith evaluation of whether the use of your content is a fair use; fair uses are not infringing. (See 17 U.S.C. Section 107, available at https://www.law.cornell.edu/uscode/text/17/107(https ://www.law.cornell.edu/us code/text/17/107) , and Lenz v. Universal Music Corp., No. 13- 16106 (9th Cir. Sep. 14, 2015), available at https://www.courtlistener.com/opinion/2937139/stephanie-lenz-vuniversal-music-corp/ (https://www.courtlistener.com/opinion/2937139/stephanie-lenz-vuniversal-music-corp/) .) If you are not sure if content located on or linked to by the Service infringes your copyright, you should first contact an attorney. 18.4.4. The DMCA requires that all Infringement Notices must include the following: 126.96.36.199. A signature, electronic or physical, of the copyright owner or a person authorized to act on their behalf; 188.8.131.52. An identification of the copyright claimed to have been infringed; 184.108.40.206. A description of the nature and location of the material that you claim to infringe your copyright, in sufficient detail to permit DocTalkGo to find and positively identify that material; 220.127.116.11. Your name, address, telephone number, and email address; and 18.104.22.168. A statement by you: (i) that you believe in good faith that the use of the material that you claim to infringe your copyright is not authorized by law, or by the copyright owner or such owner’s agent; and, (ii) under penalty of perjury, that all of the information contained in your Infringement Notice is accurate, and that you are either the copyright owner or a person authorized to act on their behalf. 18.4.5. Infringement Notices should be sent to copyright@DocTalkGo.com with the subject line “DMCA Notice: (INSERT YOUR NAME OR YOUR COMPANY’S NAME)”. 18.4.6. DocTalkGo will respond to all DMCA-compliant Infringement Notices, including, as required or appropriate, by removing the offending material or disabling all links to the offending material. 18.4.7. Disclosure. All received Infringement Notices may be posted in full to the Lumen database (https://lumendatabase.org/ (https://lumendatabase.org/) ), previously known as the Chilling Effects Clearinghouse.
19. Disclaimers; Limitation of Liability. 19.1. No Warranties. DocTalkGo, on behalf of itself and its licensors and suppliers, expressly disclaims any and all warranties, express or implied, regarding the Service, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither DocTalkGo nor its licensors or suppliers warrants that the Service will meet your requirements, or that the operation of the Service will be uninterrupted or error- free. DocTalkGo disclaims all implied liability for damages arising out of the furnishing of the Service pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Service, whether caused by acts of commission or omission, or any other damage occurring. DocTalkGo shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of DocTalkGo, Company Parties, or DocTalkGo users, or their agents or representatives. 19.2. Your Responsibility for Loss or Damage; Backup of Data. 19.2.1. You agree that your use of the Service is at your sole risk. You will not hold DocTalkGo or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Service, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Service may contain bugs, errors, problems, or other limitations. 19.2.2. Importantly, you acknowledge that a catastrophic disk failure or other similar event could result in the loss of all of the data related to your account. You agree and understand that it is your responsibility to backup your data to your personal computer or external storage device and to ensure such backups are secure. 19.3. Limitation of Liability. In no event shall DocTalkGo or its licensors or suppliers be liable to you for any claims arising from your use with the Service, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to DocTalkGo or its licensors and suppliers arising out of or in connection with your use of the Service. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between DocTalkGo and you. The Service would not be provided without such limitations. 19.4. Application of Disclaimers. The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and DocTalkGo or between you and any of DocTalkGo licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. DocTalkGo licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Service or otherwise shall alter any of the disclaimers or limitations stated in this section.
20. Your Representations and Warranties. You represent and warrant that your use of the Service will be in accordance with this Agreement and any other DocTalkGo policies, and with any applicable laws or regulations. 21. Indemnity by You. 21.1. Without limiting any indemnification provision of this Agreement, you (the “Indemnitor“) agree to defend, indemnify, and hold harmless DocTalkGo and the Company Parties (collectively, the “Indemnitees“) from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, “Claim“, and collectively, “Claims”), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to DocTalkGo, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and DocTalkGo, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Service; (iv) your provision to DocTalkGo or any of the Indemnitees of information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights. 21.2. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties. 21.3. Without limitation, the Indemnitor also agrees to compensate DocTalkGo for any and all lost revenues, future lost profits, reasonable search costs, and any other reasonable expenses resulting from any Indemnitor violation of Section 20 (Prohibited Uses), including without limitation any suspension of affiliate accounts or affiliate payment attributable to fraudulent efforts to manipulate or otherwise modify reported impressions generated by the Company Parties under any affiliate advertising agreement.
22. Dispute Resolution. 22.1. Binding Arbitration. 22.1.1. If you and DocTalkGo cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s). 22.1.2. You acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action. 22.1.3. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. 22.1.4. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA“), as modified by this Agreement, available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Except as otherwise provided for in this Agreement, DocTalkGo will pay the AAA filing, administration, and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you will pay the arbitrator fees, in addition to any amount that exceeds the filing fees. In that case, you also agree to reimburse DocTalkGo for all payments disbursed that are your obligation to reimburse under the AAA Rules. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The arbitration may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. DocTalkGo may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation, fees, expenses, and reasonable attorneys’ fees) at any time during the proceeding and upon request from either party, within 14 days of the arbitrator’s ruling on the merits. 22.2. Restrictions Against Joinder of Claims. 22.2.1. You and DocTalkGo agree that any arbitration shall be limited to each Claim individually. You and DocTalkGo agree that each may only bring claims against the other in your or DocTalkGo individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. 22.2.2. If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals. 22.3. Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude you or DocTalkGo from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or DocTalkGo from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. “Court of Competent Jurisdiction“ means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in San Diego County in the State of California. 22.4. Venue for any Judicial Proceeding. 22.4.1. This Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in the State of California, and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. 22.4.2. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to San Diego, California. The parties stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
24.1. DocTalkGo shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to DocTalkGo. You agree that any notice received from DocTalkGo electronically satisfies any legal requirement that such notice be in writing. 24.2. You bear the sole responsibility of ensuring that your email address on file with DocTalkGo is accurate and current, and notice to you shall be deemed effective upon the sending by DocTalkGo of an email to that address. 24.3. You shall give any notice to DocTalkGo by email to notices@DocTalkGo.com
25. General. 25.1. Entire Agreement. This Agreement constitutes the entire agreement between DocTalkGo and you concerning your use of the Service. 25.2. Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion of this Agreement, which shall remain in full force and effect, and the parties acknowledge and agree that they would have executed the remaining portion without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable. 25.3. Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of DocTalkGo, or by the unilateral amendment of this Agreement by DocTalkGo along with the posting by DocTalkGo of that amended version. 25.4. No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach. 25.5. Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of DocTalkGo. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns. 25.6. Independent Contractors. You and DocTalkGo are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. 25.7. No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties; DocTalkGo licensors and suppliers (to the extent expressly stated in this Agreement); and to the extent stated in the following Sections: Section 9 (No Reliance on Third Party Content), Section 16 (Third Party Websites), Section 19.4 (Application of Disclaimers). 25.8. Injunctive Relief. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to DocTalkGo and DocTalkGo licensors and suppliers, and would therefore entitle DocTalkGo or DocTalkGo licensors or suppliers, as the case may be, to injunctive relief. 25.9. Headings. The headings in this Agreement are for convenience only, and shall have no legal or contractual effect.