Terms of Use

i-Medical Consulting, LLC ("i-Medical") provides know-how resources and services for physicians and other health care providers through
www.i-medicalconsulting.com and other related proprietary websites, databases, email communications, audiovisual presentations and printed publications (collectively, the "i-Medical Services").

All access to and use of the i-Medical Services is subject to the terms and conditions in these Terms of Use, including any other terms, agreements and documents that are linked or referred to below. By accessing, viewing or using any page, part or component of the i-Medical Services, a user ("User") agrees to be legally bound by these Terms of Use, to the same extent as if executing a valid and enforceable written contract with i-Medical.

Users may address questions or comments about these Terms of Use by email to: inquire@i-medicalconsulting.com.

Authority to Use i-Medical Services

i-Medical grants Users nonexclusive, personal, nontransferable, revocable, limited authority to use the i-Medical Services only in accordance with these Terms of Use. Users' binding obligations under these Terms of Use are in consideration of i-Medical's grant of authority to use the i-Medical Services.

The i-Medical Services include all multimedia presentations, articles, notes, documents, updates, text, images, html, data, databases, email messages, advertisements and other contents, resources, materials and services produced, published, displayed, distributed or provided by i-Medical in, on or through the i-Medical Services (including any such materials posted by Users on i-Medical blogs, wikis, feedback, forums, email or similar means for the purpose of making such posted materials available to i-Medical's other Users) and all software and other technology hosted or used by i-Medical to provide the i-Medical Services (collectively, the "i-Medical Materials").

Certain i-Medical Materials are available to all Users free of charge ("Introductory Services") and others that are available only by paid subscription or during limited pre-subscription trial periods ("Subscription Services"), as further explained below. Unless otherwise specified or appropriate to the context, these Terms of Use apply to all access to and use of both Introductory Services and Subscription Services.

Introductory Services

All Users are permitted, in each case solely in connection with the User's marketing and provision of its own medical, healthcare or wellness services to clients or within its own practice or business, to: search, view, reproduce, download and store, in printed or electronic form, contents and materials from the Introductory Services solely for the User's own use; and bookmark or link to any web page within the Introductory Services, provided that no i-Medical materials are reproduced or displayed on the web outside of i-Medical's original frameset.

Users shall not under any circumstances by any means or for any purpose whatsoever, except as otherwise expressly provided in these Terms of Use: provide, transmit or distribute printed or electronic copies of any i-Medical Materials to any other person; or modify any such i-Medical Materials. i-Medical reserves the right to deny, suspend or terminate a User's authority to access and use the Introductory Services at any time, with or without cause and without notice.

Subscription Services

Access to and use of Subscription Services is subject to a separate written agreement containing terms and conditions ("Subscription Terms") between i-Medical and the User's firm, company or other employer (the "Subscriber") in addition to these Terms of Use. Subscribers may elect to subscribe to one or more of the Subscription Services offered by i-Medical ("Subscribed Services"), and may authorize individual Users ("Authorized Users") to use any or all of the Subscribed Services.

Authorized Users are permitted, in each case solely in connection with the applicable Subscriber's marketing and provision of its medical, healthcare and wellness services to patients, clients or within its own practice, business or educational activities, and in a manner that is not commercially prejudicial to i-Medical, to: search, view, reproduce, download and store, in printed or electronic form, i-Medical Materials from the Subscribed Services; annotate and customize copies of such i-Medical Materials; quote and incorporate such i-Medical Materials, in whole or part, in documents, memoranda, articles, websites and other work product prepared by Authorized Users on the applicable Subscriber's behalf in connection with patient or client matters or for the Subscriber's internal use ("Subscriber Materials"); store such annotated and customized i-Medical Materials and Subscriber Materials on i-Medical's servers; and provide, transmit or distribute such i-Medical Materials and Subscriber Materials to others.

In addition to each Authorized User's personal obligation to comply with these Terms of Use, Subscribers are responsible under the Subscription Terms for strict compliance by all of their Authorized Users. Without limitation to any other available contractual, legal or equitable remedies, i-Medical reserves the right to revoke, suspend or terminate an Authorized User's access to one or more (or all) of the Subscribed Services upon any violation or suspected violation of these Terms of Use by the Authorized User, or otherwise in accordance with the applicable Subscription Terms.

For information about i-Medical subscriptions: inquire@i-medicalconsulting.com.

Pre-Subscription Trials

i-Medical may offer limited pre-subscription trials ("Trial Offers") of the Subscription Services to potential Subscribers and individual Users at no charge. Users who are selected to receive a Trial Offer ("Trial Users") are authorized to use some or all of the Subscription Services ("Trial Services") for a limited period of time ("Trial Period"), all as determined by i-Medical in its sole discretion.

Trial Users are permitted to search and view the Trial Services during the Trial Period solely for the purpose of evaluating whether to subscribe to the Subscription Services. In consideration of a Trial Offer, Trial Users shall provide feedback to i-Medical concerning the Trial Services, upon i-Medical's reasonable request during or after the Trial Period. Without limitation to any other restriction, obligation or condition in these Terms of Use, a Trial User shall not under any circumstances by any means or for any purpose whatsoever, at any time during the Trial Period, reproduce, download, store, transmit or modify any i-Medical Materials from the Trial Services in any printed or electronic form. i-Medical reserves the right to revoke, suspend or terminate any Trial Offer or any Trial User's access to one or more (or all) of the Trial Services at any time, with or without cause and without notice.

For information about i-Medical pre-subscription trials: inquire@i-medicalconsulting.com.

Access Restrictions

i-Medical may control access to Subscription Services by authenticating unique user names and passwords assigned by i-Medical to Trial Users and Authorized Users, by recognizing and validating that the Authorized User's or Trial User's IP address is within an authorized range, or by any other means that i-Medical may implement. The information a User provides to i-Medical or via a User's registration to use the i-Medical Services must be accurate, current and complete. You are responsible for updating such information so that it remains, accurate, current and complete.

Users (including Trial Users and Authorized Users) shall not access or attempt to access any Subscription Services other than Trial Services or Subscribed Services for which they are authorized under a Trial Offer or Subscription, or otherwise circumvent or attempt to circumvent any access restrictions or controls through hacking or other means. Trial Users and Authorized Users shall not disclose their assigned user name or password to anyone, and shall not permit anyone to use their user name, password, computer equipment, network, or IP address to access Subscription Services.

Users shall notify i-Medical immediately of any known or suspected unauthorized or improper use of the i-Medical Services, at the following email address: inquire@i-medicalconsulting.com.

i-Medical's Proprietary Rights

All i-Medical Materials and all copyrights, trade secrets, patents and other intellectual property rights in the i-Medical Materials are exclusively owned by i-Medical, its affiliates and their licensors.

i-Medical and its affiliates own and use certain service marks, trademarks, slogans, logos, symbols, graphics and distinctive trade dress in connection with the i-Medical Services (the "i-Medical Marks"), including but not limited to the following service marks: i-Medical; i-Medical TV; i-Medical Training; i-Medical Analysis; and i-Medical Wellness.

i-Medical, its affiliates and their licensors reserve their entire right, title and interest in and to the i-Medical Materials and i-Medical Marks. These Terms of Use do not grant Users any right or license with respect to the i-Medical Materials or i-Medical Marks except to the minimum extent necessary to exercise their authority to use the i-Medical Services, and to use, reproduce and distribute i-Medical Materials that are quoted or incorporated in Subscriber Materials as permitted by these Terms of Use.

Prohibited Activities

Without limitation to any other restriction, obligation or condition in these Terms of Use, Users (including Authorized Users and Trial Users) shall not, under any circumstances by any means or for any purpose whatsoever, intentionally or unintentionally do or attempt to do any of the following: search, view, print, reproduce, download, store, modify, disclose, distribute, transmit or publish any i-Medical Materials, in whole or part, except as expressly permitted by these Terms of Use or otherwise authorized by i-Medical in writing; remove, alter or obscure any citation or attribution of the author or source of any i-Medical Materials, or any notice of copyright, trademark or other proprietary rights on any i-Medical Materials (except when quoted or incorporated in Subscriber Materials in the manner expressly permitted by these Terms of Use), or make any use of the i-Medical Marks without i-Medical's prior written consent; interfere with any other User's access, use or enjoyment of the i-Medical Services; use the i-Medical Services or i-Medical Materials in a manner contrary to or in violation of any applicable law, regulation or rule of any jurisdiction, governmental agency or securities exchange; use any i-Medical Services to store, distribute or transmit any material without authority or right to do so or in violation of any contractual or fiduciary duty, or that is otherwise unlawful, harmful, threatening, defamatory, obscene, harassing, disparaging of any person or group on the basis of race, ethnicity, religion, age, gender or sexual orientation; access or use any content, materials or services not intentionally published or otherwise made available by i-Medical; reverse compile, disassemble, reverse engineer or otherwise seek to discover the source code form of any i-Medical software or other technology, except as may be allowed by applicable law which is incapable of exclusion by agreement between the parties; introduce any virus, denial of service attack or other potentially harmful or malicious software code or device into the i-Medical Services or i-Medical Materials, or use the i-Medical Services in any manner that might destroy, damage or degrade performance of any data communications facility, network, server, system, component, software or data used to deliver the i-Medical Services; use, reproduce, download or transmit any i-Medical Services or i-Medical Materials for the purpose of providing any publishing or hosting services to third parties (whether or not for a fee), or otherwise exploit any i-Medical Services or i-Medical Materials to i-Medical's commercial disadvantage, other than with i-Medical's prior written consent; use i-Medical's websites or the i-Medical Services, or email addresses or other contact information gathered through use of the i-Medical Services, in any way to distribute any advertising, solicitations or other commercial messages; use any network software, device or manual process to monitor, download or copy i-Medical's websites, the i-Medical Services or i-Medical Materials, to extract information concerning usage or individual Users or to collect email addresses for any purpose; or transfer, either permanently or temporarily, any rights or obligations under these Terms of Use or any Subscription or Trial Offer.

User Information and Privacy Policy

In providing the i-Medical Services, i-Medical shall conform to its Privacy Policy posted on the i-Medical websites, as such Privacy Policy may be amended by i-Medical from time to time, with respect to data and information of User and its employer, patient and clients that a User transmits or submits to i-Medical ("User Information"). Subject to the Privacy Policy and the Subscription Terms, if applicable, User hereby expressly consents to collection, use, reproduction, hosting, transmission and disclosure of any User Information by i-Medical and its affiliates, and their employees and contractors, as i-Medical deems reasonably necessary or expedient for the purpose of providing the i-Medical Services. Subject to the Privacy Policy, Users hereby consent to receive email from i-Medical. Users acknowledge that notices posted on the i-Medical websites or sent to Users by email satisfy any legal requirement that notices be in writing.

The Site Does Not Provide Medical Advice

The contents of the i-Medical website and other materials such as audiovisual content, text, graphics, images, and other information comprising the i-Medical Materials are for informational purposes only and are intended to facilitate the delivery of patient care by licensed physicians and other appropriately qualified healthcare professionals. Use of the i-Medical website and related i-Medical Materials does not substitute for professional medical advice, diagnosis, or treatment. Information obtained by using the i-Medical Materials is not exhaustive and does not cover all diseases, ailments, physical conditions or their treatment. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read or observed on the i-Medical website or contained in the i-Medical Materials. You should always seek prompt medical care for any specific health issue and consult a physician before starting a fitness regimen. If you are a physician or other healthcare provider, the i-Medical Materials are not intended to be a substitute for your professional judgment or training. Neither i-Medical nor any of its affiliates shall be responsible, and each expressly disclaims responsibility, for damages of any kind arising out of the use of, reference to, or reliance on, the i-Medical website or related i-Medical Materials.

Third-Party Materials

i-Medical's websites may contain sponsored services and advertising, as well as links to third-party websites and services, including government information services and other publicly available websites (collectively, "Third-Party Materials"). Users acknowledge that the Third-Party Materials are not part of the i-Medical Services for purposes of this Agreement, and that i-Medical shall have no responsibility or liability for the content or legality of any Third-Party Materials or for the practices of the respective third-party sponsors, advertisers and publishers.

Warranty Disclaimers and Exclusion of Liability

I-MEDICAL PROVIDES THE I-MEDICAL SERVICES SOLELY ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. I-MEDICAL MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS OF ANY KIND UNDER THESE TERMS OF USE TO ANY USER AND I-MEDICAL HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT WITH RESPECT TO THE I-MEDICAL SERVICES AND I-MEDICAL MATERIALS.

USERS ASSUME THE ENTIRE RISK AS TO THE USE, RESULTS AND PERFORMANCE OF I-MEDICAL'S WEBSITES, PUBLICATIONS, SERVICES AND SYSTEMS. IN NO EVENT WILL I-MEDICAL, ITS AFFILIATES OR THEIR SUPPLIERS OR LICENSORS HAVE ANY LIABILITY TO USERS OR THEIR CLIENTS UNDER THESE TERMS OF USE OR ON THE BASIS OF TORT OR ANY OTHER LEGAL THEORY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY AMOUNT RESULTING FROM (I) THE PROVISION, USE OR RESULTS OF I-MEDICAL'S WEBSITES, PUBLICATIONS, SERVICES OR SYSTEMS, ANY DELAYS, ERRORS OR OMISSIONS THEREIN OR ANY DEFECT OR LACK THEREIN OF QUALITY, ACCURACY, COMPLETENESS, TIMELINESS, AVAILABILITY OR PERFORMANCE; (II) ANY LOSS OR DESTRUCTION OF USERS' OR THEIR CLIENTS' DATA OR INFORMATION, OR THE COST OF RECOVERING SUCH DATA OR INFORMATION; (III) THE COST OF SUBSTITUTE OR REPLACEMENT SERVICES; (IV) LOST BUSINESS OPPORTUNITY, REVENUE OR PROFITS; (V) LIABILITY TO USERS' CLIENTS OR OTHER THIRD PARTIES; OR (VI) ANY OTHER CAUSE WHATSOEVER, EVEN IF I-MEDICAL OR ITS AFFILIATES, SUPPLIERS OR LICENSORS WERE ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.

IF A USER OBJECTS TO THESE TERMS OF USE, AS AMENDED BY I-MEDICAL FROM TIME TO TIME, THE USER'S ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE USE OF THE I-MEDICAL SERVICES AND WEBSITES.

Indemnification

Users shall indemnify, defend and hold harmless i-Medical and its affiliates, and their respective directors, officers, employees, suppliers and licensors from and against all losses, liabilities, damages, costs and expenses, including attorneys' fees and disbursements, resulting from any breach or violation of these Terms of Use.

Term and Termination

These Terms of Use will become effective at the earlier of the time a User registers for the i-Medical Services or executes the Subscription Terms. A User's rights under these Terms of Use and/or use of or access to the i-Medical Services can be terminated or suspended at any time, for any reason or no reason at all with or without notice. i-Medical is not obligated to provide any refunds, credits or similar benefits to a User resulting from such termination or suspension. Notice may be provided by written or electronic communication or by posting a general statement of termination of rights under these Terms of Use on the i-Medical website. A User may terminate these Terms of Use or the i-Medical Services at any time by ceasing to use the i-Medical Services. Upon any termination of these Terms of Use, the rights granted to a User under these Terms of Use will immediately terminate, and such User shall immediately cease using the i-Medical Services. Except for a User's right to access the i-Medical Services, all other terms and conditions of these Terms of Use shall survive any termination or expiration of these Terms of Use.

Governing Law; Jurisdiction and Venue

Any claim, action, suit, proceeding or dispute arising out of these Terms of Use shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of Florida, without regard to the conflicts of laws provisions thereof. The parties hereby consent, acknowledge and agree that venue and jurisdiction for any action, suit or proceeding arising out of these Terms of Use shall vest exclusively in the federal or state courts of general jurisdiction located in Broward County, Florida.

Amendment and Waiver; Severability

i-Medical may update or otherwise amend these Terms of Use at any time without notice. Users are bound by the Terms of Use then in effect each time they access, use or view the i-Medical Services. The provisions of the Subscription Terms, if in effect between i-Medical and an Authorized User or his or her employer, shall take precedence over any conflicting or inconsistent provision in the Terms of Use. No waiver of any right or remedy on one occasion by i-Medical shall be deemed a waiver of such right or remedy on any other occasion. In the event that any provision of the Terms of Use is held by a court of competent jurisdiction to be invalid 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.