These Terms govern use of the Services:
Organizations. If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and representing that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to both you as an individual and to that organization.
Services Ownership. The Services and all associated content (including any derivatives of or enhancements to the same), and all intellectual property rights to the same (including trademarks, service marks, trade names, trade dress), that appear in connection with the Services, are owned by or licensed to Cleveland Clinic.
License. Cleveland Clinic grants you a revocable right to use the Services solely in accordance with these Terms. The Services are being licensed, not sold, to you by Cleveland Clinic only for use under the Terms. You do not acquire any right, title, or interest in or to the Services or any associated content other than the limited license granted to you by these Terms. Any rights not expressly granted to you in these Terms are expressly reserved.
Account Information. You agree to provide true, accurate, and complete registration information, and you will promptly provide an update to Cleveland Clinic if any of this information changes. If any of the information that you have submitted becomes inaccurate, you will immediately correct such information. If you provide, or Cleveland Clinic has reason to believe that you have provided, inaccurate registration information, Cleveland Clinic may immediately suspend or terminate your account without notice. You do not have the right to transfer your account to any individual or entity. You will not create an account for any individual other than yourself (or, if applicable, the entity that you represent). You are solely responsible for safeguarding and maintaining the confidentiality of your login ID and password. You may not resell, assign, distribute, transfer, or otherwise provide your subscription, your login ID, or password to any third party. You are responsible for any activity conducted under your account. You must immediately notify Cleveland Clinic of any unauthorized use of your account.
No Medical Advice. Cleveland Clinic does not provide any medical advice as part of the Services. You are solely responsible for providing any medical advice and nothing related to the Services will constitute Cleveland Clinic providing medical advice to any patient or individual or will constitute a recommendation by Cleveland Clinic about medical advice or the type of care that should be provided to any patient or individual in the future.
Prohibited Content. You must not transmit or otherwise provide any harmful or objectionable content using the Services, including content that (i) violates or infringes in any way upon the rights of others, such as any copyright, trademark, patent, trade secret, moral right, or other proprietary right of any person or entity, (ii) impersonates another or is fraudulent, unlawful, threatening, abusive, libelous, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, pornographic, abusive, or otherwise reasonably objectionable, (iii) encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law, or (iv) could disable, overload, impair the infrastructure of, or the functioning of the Services. You also will not upload spyware or any other malicious software to the Services. You will not use the Services in a manner harmful to Cleveland Clinic or any third party. You may not use the Services in any manner contrary to any applicable laws, rules, or regulations of any governmental authority.
- We may now or in the future permit users to post, upload, transmit through, or otherwise make available on the Services (collectively, “Submit”) messages, text, illustrations, files, images, graphics, photos, comments, content, and/or other materials (“User Content”). Subject to the rights and license you grant herein, you retain all right, title, and interest in your User Content. We do not guarantee any confidentiality with respect to User Content even if it is not published on the Services. It is solely your responsibility to monitor and protect any intellectual property rights that you may have in your User Content, and we do not accept any responsibility for the same.
- You shall not submit any User Content protected by copyright, trademark, patent, trade secret, moral right, or other intellectual property, privacy, or proprietary right without the express permission of the owner of the respective right. You are solely liable for any damage resulting from your failure to obtain such permission or from any other harm resulting from User Content that you submit. You will not submit any User Content that is illegal, offensive, or inappropriate.
- By submitting User Content to Us, simultaneously with such posting, you automatically grant, or warrant that the owner has expressly granted, to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, fully sublicensable, and transferable right and license to use, reproduce, distribute, create derivative works based upon (including, without limitation, translations), publicly display, publicly perform, transmit, and publish the User Content (in whole or in part) as we, in our sole discretion, deem appropriate including, without limitation, (i) in connection with our business; and (ii) in connection with the businesses of our successors, parents, subsidiaries, affiliates, and their related companies. We may exercise this grant in any format, media, or technology now known or later developed for the full term of any copyright that may exist in such User Content.
Submitting Anonymous and De-Identified Data. You will ensure that any User Content that you submit through the Services are fully de-identified and anonymous and are not subject to any applicable privacy laws, rules, regulations, decrees, or other legal requirements.
Feedback. Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary and Cleveland Clinic will own the contents of all such feedback, comments, or suggestions for use as it sees fit and without any obligation to you.
No Representation and Warranties. YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, FOR USE BY YOU AT YOUR OWN RISK WITHOUT EXPRESS OR IMPLIED WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, CLEVELAND CLINIC AND ITS OFFICERS, MEMBERS, MANAGERS, AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS, AND REPRESENTATIVES (COLLECTIVELY, THE “CLEVELAND CLINIC PARTIES”) DISCLAIM ANY AND ALL WARRANTIES (1) THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE CERTAIN RESULTS; (2) CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR COMPLETENESS OF THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES; OR (3) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE FOR THE SERVICES.
Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL CLEVELAND CLINIC OR THE CLEVELAND CLINIC PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT CLEVELAND CLINIC OR THE CLEVELAND CLINIC PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE SERVICES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.
Liability. UNDER NO CIRCUMSTANCES SHALL CLEVELAND CLINIC OR THE CLEVELAND CLINIC PARTIES BE LIABLE FOR ANY DIRECT OR INDIRECT LOSSES OR DAMAGES, WITH YOUR USE OF OR INABILITY TO USE ANY SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES OF ANY KIND. THE ALLOCATION OF RISK SET FORTH IN THESE TERMS IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND CLEVELAND CLINIC. If you are dissatisfied with the Service in any way, your sole recourse will be to cease using the Service. Some jurisdictions do not permit limitations of liability and in those jurisdictions some of the foregoing limitations may not apply to you. The limitations in these Terms shall apply to the fullest extent permitted by law.
Indemnification. You agree to indemnify and hold harmless Cleveland Clinic and the Cleveland Clinic Parties from and against any and all claims, liabilities, losses, damages, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) brought by third-parties arising out of, related to, or that may arise in connection with any actual or alleged violation or breach of any of the representations, warranties, agreements, or promises made by you in these Terms.
Modification. Cleveland Clinic may modify these Terms. You should review the Terms regularly. Cleveland Clinic will post notice of modifications to these Terms on the Services. If you do not agree to the modified terms for the Services, you should discontinue your use of the Services.
Termination. You may terminate your account at any time by contacting Cleveland Clinic at email@example.com. If you violate any provisions of these Terms, your permission from Cleveland Clinic to use the Services will terminate automatically. In addition, Cleveland Clinic may, in its sole discretion, terminate your user account for the Services or suspend or terminate your access to the Services at any time for any reason or no reason, with or without notice. Cleveland Clinic also reserves the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Services.
Governing Law; Venue. These Terms and the use of the Services will be governed by Ohio law without regard for its conflict of laws principles. All claims arising out of relating to these Terms or the Services must be litigated in the state or federal courts located in Cleveland, Ohio and you and Cleveland Clinic consent to the personal jurisdiction of such courts.
No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.
Complete Agreement. These Terms constitute the entire and exclusive agreement between you and Cleveland Clinic with respect to the Services, and supersede and replace any other agreements, terms, and conditions applicable to the Services. The headers for these Terms are for convenience only and will not affect the interpretation of these Terms. If a provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and an enforceable term will be substituted reflecting our intent as closely as possible.
Electronic Signature. Your intentional action in electronically signing these Terms is valid evidence of your consent to be legally bound by the Terms. You will not contest the admissibility or enforceability of the electronically signed copy of any part of these Terms.
Assignment. Cleveland Clinic may assign any of its rights under these Terms to an affiliate or to any successor in interest to the business of Cleveland Clinic. You may not assign your rights under these Terms and any such purported assignment is void.
Waiver of Terms. The failure of Cleveland Clinic to enforce these Terms for any period of time does not constitute a waiver of its right to enforce these Terms.