Membership Agreement

 

HCPNow Group Inc. (“HCPNow,” HCPNow.com, “our,” “us,” or “we”) hosts and operates an online forum for licensed/certified nature/alternative medicine-based healthcare professionals (Healthcare Provider” or “HCP”) to share resources and practices and also have access to the information that is not available to the public.

Agreement and Terms

In order to become a member of HCPNow (“Member” or “you”) and receive exclusive products and services and participate in the digital professional information sharing offered by us on our HCPNow website, application, or similar platforms (collectively, the “Products and Services”), you must read and accept all of the terms and conditions set forth in, and linked to, this Membership Agreement (“Agreement”). This Agreement may be amended by HCPNow from time to time at our sole discretion, and you agree to be subject to the latest terms and conditions of this Agreement as available to our Members on our website.

Membership Plans and Benefits
Members joining HCPNow, are required to subscribe to a specific membership plan (collectively as “Membership Plan” or “Plan”). Plans provide Members the ability to post professional materials (“Member Content”) and other benefits.

The benefits of a Plan are available only while you have paid your membership dues and your HCPNow account is in good standing. HCPNow reserves the right to modify the Plans at any time and in its sole discretion. The details of your selected Plan, including the price and the various benefits offered therein, might be different than those applicable to a new or existing Member who purchased the same Plan in the same market.

Membership Requirements

  1. Registration Information
    As a condition of using Products and Services, you agree to: (a) provide HCPNow with true, accurate, current and complete information including information such as name, contact information, address, and mail address of your practice; and (b) update and maintain the truthfulness, accuracy and completeness of such information.
  2. Use Void Where Prohibited
    Use of the Products and Services is void where prohibited.
  3. Privacy Policy
    HCPNow has established a Privacy Policy to explain to Members on how personal information is collected and used. Members are also required to enter in a Business Associate Agreement with HCPNow to comply with the Health Insurance Portability and Accountability Act (HIPAA). As part of this Agreement you agree to comply with the Privacy Policy.
  4. Terms and Conditions
    HCPNow has established a Terms and Conditions to govern the use of this site by Members. Your use of the Site will be subject to the most current version of the Terms and Conditions posted on the Site at the time of such use. If you breach any of the terms, your authorization to use this Site automatically terminates and ceases for any further use of HCPNow’s Products and Services. As part of this Agreement you agree to comply with the Terms and Conditions.

Membership Fee
Membership fee is for one 12-month period from the date of enrollment. You will receive a renewal notice by email each year. Renewal fees are due no later than the last day of the month your membership expires. You may remit your renewal fee by mail, online at HCPNow.com. Member may charge their membership fees automatically with 10% discount on the first day of your renewal month on any credit card. If the renewal of your membership fails for any reason, we will attempt to process your renewal up to thirty (30) days in accordance with our standard renewal practices then in effect (which may be modified from time to time by HCPNow). Except as otherwise required by applicable law, you agree that HCPNow will not provide you with any notices prior to each renewal payment.

Upgrading and Downgrading Plans
You have the option to upgrade your Membership Plan at any time. If you decide to upgrade your Plan during the term, you will be charged the additional fees for the upgraded Plan commencing on the date the upgrade is selected, including a pro rata amount of the corresponding fees for the remainder of the month.
If you decide to downgrade your Plan during the term, your lower-level Plan will become active and you will be charged fees for such Plan commencing on the month following the date the downgrade is selected.

Canceling Your Membership
In order to cancel your membership, your cancellation request must be received by HCPNow no later than 30 days prior to your scheduled renewal payment date. You may cancel your subscription by contacting HCPNow through service@ HCPNow.com.

Authorization to Update Credit Card Account Information: Account Updater
If the credit card or debit card you provide to HCPNow has expired during our attempt to renew membership, you authorize HCPNow to update the expiration date and proceed with billing using the same credit or debit card account. You also consent to HCPNow receipt and use of updated credit card or debit card account information from your financial institution in connection with the provision of the Service as provided in this Agreement and the Privacy Policy.

Account Security
Your user ID and password may only be used by you. You are solely responsible for maintaining and protecting the confidentiality of your user ID and password, and are fully responsible for all activities that occur under your user ID and password. For any other questions regarding security, please visit our Privacy Policy.

Limited License to Website
By agreeing to the Terms and Conditions of this Agreement, HCPNow grants you a limited license to access and use the Products and Services, including the ratings, reviews and discussions offered by you and other Members. You acknowledge and agree that you will not access, reproduce, duplicate, copy, sell, re-sell, visit or otherwise exploit for any commercial, educational, or any other non-personal purpose the ratings, reviews, discussions or any content, without the prior written consent of HCPNow.

Member Content

  1. Submissions
    In order for you to submit Member Content, you acknowledge and agree that:
    (a) All of your Member Content will be accurate, truthful and complete in all respects; and
    (b) Your membership information will be made available to users of the Site.
  2. Content License
    HCPNow does not claim ownership of any of the Member Content provided solely by Members. By providing the Member Content, you automatically grant, and you represent and warrant that you have the right to grant to HCPNow an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such Member Content and to prepare derivative works of, or incorporate into other works, such Member Content, and to grant and to authorize sublicenses (through multiple tiers) of the foregoing. In addition, by providing HCPNow with the Member Content, you automatically grant us all rights necessary to prohibit the subsequent aggregation, display, copying, duplication, reproduction or exploitation of the Member Content on our website by any other party.
  3. Publication and Distribution of Content
    HCPNow does not guarantee the accuracy, integrity, quality or appropriateness of any of your Member Content transmitted to or through HCPNow. You acknowledge that HCPNow simply acts as a passive forum and an interactive platform for the aggregation, publication and distribution of the Member Content and content by users (“User Content,” collectively “Content”). You understand that all Content posted on, transmitted through or linked through the Products and Services, are the sole responsibility of the person from whom such content originated. You understand that HCPNow does not control, and is not responsible for Content made available through the Products and Services, and that by using the Products and Services, you may be subject to User Content that is inaccurate, misleading, or offensive.

You further acknowledge that HCPNow has no obligation to screen, preview, monitor, filter, verify or approve any Member Content. HCPNow reserves the right to review, revise and delete any Content, in its sole discretion, at any time and for any reason, including when such Content violates the terms and conditions of this Agreement, or otherwise. Under no circumstances will HCPNow be liable in any way for any Content, including, but not limited to, any Content that contains any errors, omissions, defamatory statements, or confidential or private information (including, but not limited to, health information) or for any loss or damage of any kind incurred as a result of the use of any Content submitted, accessed, transmitted or otherwise conveyed via the Products and Services. As a condition to becoming a Member, you hereby waive the right to bring or assert any claim against HCPNow relating to Content, and release HCPNow from any and all liability for or relating to any Content.

  1. Service Providers
    HCPNow does not endorse and is not responsible or liable for any Member Content, including data, advertising, products, goods or services available or unavailable from, or through, any Member (which includes, but is not limited to, health care and wellness providers). HCPNow shall not be responsible or liable, indirectly or directly, for any damage, negligence, fraud, or wrongful death or other loss caused or alleged to be caused by or in connection with the Member Content posted by you, the Member. Your dealings with or participation in promotions of any service provider, and any other terms, conditions, representations or warranties associated with such dealings, are between you and such User exclusively and do not involve HCPNow in any capacity. You should make whatever investigation or other resources that you deem necessary or appropriate before dealing with any Users.

You agree that HCPNow is not responsible for the accessibility of any other users for your interactions and dealings with them, waive the right to bring or assert any claim against HCPNow relating to any interactions or dealings with any user and release HCPNow from any and all liability for or relating to any interactions or dealings with any such users.

HCPNow does not waive any of its disclaimer or limitations of liability including without limitation, those set forth under warranty disclaimer, or limitation of liability below.

  1. Health Related Providers
    Any health-related content on the HCPNow website or Products and Services, including text, graphic, images, information and other material (collectively, the “Health Content”) should be for informational purposes only. The Health Content should not be intended to be a substitute for professional medical advice, diagnosis, or treatment. Members posting Health Content should always encourage users to seek and rely on the advice of their physician or other qualified and licensed health care provider with any questions they may have regarding a medical condition. Further, you should relay to the users to never disregard professional medical advice or delay in seeking it because of something they read on the HCPNow website or Products and Services. HCPNow does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the website. HCPNow is not a health or wellness provider and cannot recommend or refer Members or Users.

Member Conduct
In connection with your use of the HCPNow website and Products and Services, you represent and warrant to HCPNow that you:

(a) Are a licensed/certified healthcare provider;
(b) Will abide by the terms and conditions of this Agreement and all applicable local, state, national laws;
(c) Will not submit any Member Content that may be considered by HCPNow to be unlawful, harassing, libelous, abusive, threatening, obscene, profane, hateful, offensive, harmful, vulgar, distasteful, defamatory, invasive of another person’s privacy or proprietary rights, or racially, ethnically or otherwise objectionable;
(d) Will not impersonate, or attempt to impersonate, any other person, falsify contact information, misrepresent a relationship with any person or entity, including misrepresenting a relationship with HCPNow or otherwise attempt to mislead others as to the identity of the sender or the origin of a review or rating;
(e) Will not submit Member Content that is encrypted or that contains viruses, Trojan horses, worms, time bombs, spiders, cancelbots or other computer programming routines that are intended to damage, interfere with, disrupt, impair, disable, or otherwise overburden our website;
(f) Will not access, download or copy any information contained on our website through artificial means (including but not limited to spiders, hacking devices, computer programs, bots or other such means)
(g) Will not post non-local or otherwise irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on our infrastructure;
(h) Will not take any action that would undermine the user’s review and rating process under the Service;
(i) Will not use the Service in any manner that infringes, misappropriates or violates any third party’s right, including, but not limited to, transmitting any material that may infringe, misappropriate or violate a third party’s rights of publicity, contractual right, fiduciary right or intellectual property rights;
(j) Will not use the Service in any way that could interfere with the rights of HCPNow or the right of other Members or users of the Service;
(k) Have sufficient rights in and to all Member Content that you provide, transmit or otherwise convey to HCPNow in connection with the Service;
(l) Will not to re-sell or assign your right or obligations under this Agreement;
(m) Will not reproduce, duplicate, copy, sell, re-sell or exploit any Content on the website;

Term and Termination
The initial term of this Agreement will be defined in your Plan, and will continue for automatic monthly membership renewals thereafter until termination by either party in accordance with the terms of this Agreement.

HCPNow may, for any reason in its sole discretion, immediately terminate this Agreement, your account and your access to the Products and Services. If HCPNow terminates your account for its convenience and you are not in breach of this Agreement, HCPNow will refund your membership fees on a pro rata basis from the date of such termination through the end of the then current term.

In addition, HCPNow retains the right, in its sole discretion, to determine whether or not your use of Products and Service is consistent with the terms of this Agreement or otherwise. HCPNow may suspend, restrict or terminate your use of Products and Service and to refuse any future use of all or portions of the service if your use breaches or fails to comply with any of the terms and conditions of this Agreement. HCPNow may seek any and all other remedies available to it, including: (a) seeking injunctive relief with any court of competent jurisdiction to enjoin any breach or failure to comply with any of the terms and conditions of this agreement; and/or (b) if damages are ascertainable, seeking damages relating to any breach or failure to comply with any of the terms and conditions of this agreement.

Termination of your account will include removal of your access to all offerings of the service, deletion of your password, login, deletion of all related information and files, may include the deletion of the content associated with your account (or any part thereof), and possible barring your further use of Products and Service. In addition, any use any HCPNow templates are the property of HCPNow at the time of termination and is protected by Copyright and Trademark law as stated below.

Modification of Terms and Conditions
HCPNow will have the right to amend, modify and/or restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon being posted on our website. You are responsible for reviewing these terms and conditions regularly. Your continued use of the Products and Services after such modifications will be deemed to be your conclusive acceptance of all modifications to this Agreement. If you are dissatisfied as a result of such modification(s), your only recourse is to request termination of your membership and the Products and Services.

Modification, Limitation and Discontinuance of Service
HCPNow reserves the right at any time to limit access to, modify, change or discontinue any and/or all Products and Services with notice to you and we shall not be liable to you for any such modification, suspension or discontinuance of the service. You agree that HCPNow will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of the service. You agree that HCPNow may establish general practices, policies and limits, which may or may not be published, concerning the use of Products and Services, including without limitation, the time that ratings, reviews and discussions will be retained, the maximum number of ratings and reviews that may be sent from an account the length of ratings and reviews sent, and the maximum number of times and the maximum duration for which you may access Products and Services in a given period of time. You agree that HCPNow has no responsibility or liability for the deletion or failure to store any ratings, reviews, discussions and other communications maintained or transmitted by or through the Products and Services. You agree that HCPNow has the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

User Feedback
HCPNow appreciates hearing from you, as well as our other users, and welcomes your comments and feedback regarding our service. Please be advised however, that our policy does not permit us to accept or consider creative ideas, suggestions, or materials other than those which we have specifically requested. Although we do value your feedback on our service, please be specific in your comments regarding our Products and Services and do not submit creative ideas, suggestions or materials. If despite our request, you send us creative suggestions, ideas, drawings, concepts or other information (collectively, the “Submissions”), such Submissions will be the property of HCPNow. In addition, none of the Submissions will be subject to any obligations of confidentiality and HCPNow will not be liable for any future use of disclosure of such Submissions.

Copyright Materials
Aside from the Content, all other materials and other information on the HCPNow website including, but not limited to, all text, graphics, logos, icons, images, audio clips, downloads, data compilations and software are the exclusive property of HCPNow and/or its licensors and are protected by all United States copyright laws.

Warranty Disclaimer
You understand and agree that the Products and Services are provided on an “as is” and “as available” basis and that HCPNow assumes no responsibility or liability for the timeliness, deletion of Content or failure by the Products and Service.  HCPNow expressly disclaims all warranties of any kind, whether expressed or implied warranties of merchantability, fitness for a particular purpose and non-infringement or any warranty that (a) the Products and Services will meet your requirement, (b) the Products and Service will be uninterrupted, timely secure or error-free, (c) the results that may be obtained from the use of the Products and Service will be accurate or reliable, (d) any content or information you provide or HCPNow collects will not be disclosed or any errors in any service will be corrected.  You agree that use of the Products and Services is at your own risk.  In some jurisdictions, disclaimers of implied warranties are not permitted. In such jurisdictions, some of the foregoing disclaimers may not apply to you as they relate to implied warranties.

Limitation of Liability
You expressly understand and agree that HCPNow will not be liable for any direct, indirect, incidental, special, punitive, compensatory, compensatory,  consequential, or exemplary damage (even if HCPNow had been advised of the possibility of such damages) (collectively, “Damages” ), resulting from:  (a) the use or inability to use the service; (b) the cost of any goods and/or services purchased or obtained as a result of the use of the service; (c) disclosure of, unauthorized access to or alteration of your information or content; (d) content you submit, receive, access, transmit or otherwise convey through the service; (e) statements or conduct of any service providers or other third party through the service; (f) any other matter relating to the service; (g) any other dealings or interactions you have with any service providers (or any of their representatives or agents).  These limitations shall apply to the fullest extent permitted by law. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you.

You understand and agree that your unlimited access to Products and Service represents a substantial portion of the value you receive from your HCPNow membership fee. Therefore, to the extent HCPNow is found liable for anything related to this Agreement or the use of Products and Service, HCPNow’s liability for damages will not exceed the equivalent of one (1) month of membership fees (if membership fees are paid on other than monthly basis, it will be prorated value of membership fees over a one (1) month period).

You expressly acknowledge and agree that HCPNow contracts with a third party to process your payment of membership fees to HCPNow through the use of a credit card (A “credit card processor”.)  You understand and agree that neither a credit card processor nor any other party involved in the credit card processing process for HCPNow, including, but not limited to, the company issuing the credit card to you and the merchant bank (collectively, the “released parties”) shall be liable for any damages as defined herein and subject to the limitations set forth in this section suffered by you as a result of the failure of HCPNow to provide services to you under this agreement or any breach of this agreement by HCPNow. 

Indemnification
You agree to indemnify, defend and hold harmless HCPNow, it’s officers, managers, owners, employees, agents, designees, users, successors, assigns, service providers and suppliers from and against all losses, liabilities, expenses, damages, claims, demands and costs, including reasonable attorneys’ fees and court costs due to or arising from: (a) any violation of this agreement by you; (b) the inaccurate or untruthful content or other information provided by your to HCPNow or that you submit, transmit or otherwise make available through the service; or (c) any intentional or willful violation of any rights of another or harm you may have caused to another. HCPNow will have sole control of the defense of any such damage or claim.

Notice
You agree that HCPNow may communicate any notices to you under this Agreement, through electronic mail, or posting the notices on the website. All notices to HCPNow will be provided by sending email to service@HCPNow.com or mailing to HCPNow Group Inc. 9400 Key West Ave, Rockville, MD 20850 with the attention of Office of Member service.

Notice and Takedown Procedures; and Copyright Agent

If you believe any materials accessible on or from the Site infringe your copyright, you may request removal of those materials (or access thereto) from this web site by contacting HCPNow’s copyright agent (identified below) and providing the following information:

  1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
  2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
  3. Your name, address, telephone number and (if available) e-mail address.
  4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
  5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
  6. A signature or the electronic equivalent from the copyright holder or authorized representative.

HCPNow's agent for copyright issues relating to this web site is as follows:

HCPNow Group Inc.
Attn: Office of Privacy

9400 Key West Ave

Rockville, MD 20850

copyright@HCPNow.com


 

In an effort to protect the rights of copyright owners, HCPNow maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Site who are repeat infringers.

Entire Agreement and Waiver

This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof. No waiver or modification of this Agreement will be binding upon either party unless made in writing and signed by a duly authorized representative of such party, and no failure or delay in enforcing any right will be deemed a waiver.

 

Governing Law, Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Maryland. Any legal suit, action or proceeding arising out of/or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Maryland in each case located in the city of Rockville and County of Montgomery, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens. Service of process, summons, notice or other document by mail to such Party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.

 

Assignment

Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other Party, provided that the Disclosing Party may assign any of its rights and delegate any of its obligations hereunder to any person or entity that acquires substantially all of the Disclosing Party’s assets. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  To the extent permitted by law, the parties hereto waive any provision of law which renders any such provision prohibited or unenforceable in any respect. The parties acknowledge and agree that in the event that any provision of this Agreement should ever be deemed to exceed the time, geographic, product or any other limitations permitted by applicable law, it is their intent that any invalid, prohibited or unenforceable term or provision herein be reformable by the reviewing court to the fullest extent permitted by applicable law.

 

By accepting the terms and conditions of this agreement, you acknowledge that you have read, understood and agreed to be bound by all of the terms, conditions and notices contained in this agreement just as if you had signed this agreement.

 

 

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