SportsMED.com LLC

Terms of Service

Rev. January 2012

Welcome to SportsMED.com. These Terms of Service (the "Terms") are a binding legal agreement between you and SportsMED.com, LLC ("SportsMED" or "we", “our” or the like, as the context suggests), regarding your use of services available at the website at SportsMED.com (the website and services are collectively referred to as the "Service"). Please read these Terms carefully.

In addition, when using certain features of the Service, you also will be subject to the guidelines, terms, and agreements applicable to such features ("Policies" or “Policy”). All such Policies are incorporated by reference into these Terms. If these Terms are inconsistent with any Policy, the terms in the Policy will control.

We may periodically make changes to these Terms. By accessing or using the Service, you accept these Terms and any modifications that we may make to these Terms. It is your responsibility to review the most recent version of the Terms frequently and remain informed of any changes to it. If you continue to use the Service after we modify these Terms, you will be deemed to have consented to the modified Terms for your use of the Service as of the date of the modification. If you do not agree to any provision of these Terms, you must not use the Service.

1. The Service

SportsMED provides, through the Service, an online community for physicians and others to learn about companies that offer sports medicine services, orthopedic devices, surgical solutions, and related products. The Service may include media or media services containing product or device descriptions, tutorials, instructional information, photographs, videos, news, promotional materials, sponsored products, and other information related to products, devices, or services ("Content") provided or produced by Users (as defined below).

The Service does not provide medical advice. The content on the Service is for informational purposes only and is not intended to be used as medical advice, diagnostic information, or treatment recommendations, or as a substitute for your own medical professional opinion or that of your doctor. Your use of the Service does not create an express or implied physician-patient relationship between you or your patients and SportsMED. SportsMED does not recommend or endorse any specific tests, physicians, products, procedures, opinions, or other information that may be mentioned on the Service. Furthermore, SportsMED does not confirm the accuracy of any commentary posted to the Service by any User .

2. Eligibility

You must be 18 years of age or older to use the Service. Use of the Service is void where prohibited. You represent and warrant that any profile information you submit is true and accurate and that you are 18 years of age or older and are fully able and competent to enter into and abide by these Terms. The Service is not intended for those under the age of 18. If you are using the Service on behalf of your employer ("Company User"), you represent and warrant that you have the authority to act on that entity's behalf and to bind that Company User to these Terms. In the case of a Company User, “you” means the Company User.

3. User Accounts

Anyone can sign up to become a user of the Service (“User”). Users can be either individuals representing themselves and accessing the Service to evaluate vendors and the products and services available through the Service, or Company Users accessing the Service through their employees to evaluate vendors and the products and services available through the Service. Users can also be individuals or entities who sponsor, promote, advertise, sell or otherwise offer products or services for sale, licensing or distribution through the Service (“Sponsor User”). If you are using the Service on behalf of your Sponsor User-employer, you represent and warrant that you have the authority to act on that entity's behalf and to bind that Sponsor User to these Terms. In the case of a Sponsor User entity, “you” means the Sponsor User.

4. Account Registration

All Users must register to use certain features of the Service. When you register as a User, whether on your own behalf, on behalf of a Company User or as a (or on behalf of a) Sponsor User, you agree to (a) provide accurate, current and complete information about you as may be prompted by registration forms on the Service ("Registration Data"); (b) maintain the security of any logins, passwords, or other credentials that you select or that are provided to you for use on the Service; and (c) maintain and promptly update the Registration Data, and any other information you provide to us, and to keep all such information accurate, current, and complete. You agree not to use the account, login name, or password of another user. You will notify us immediately of any unauthorized use of your account or any other breach of security by emailing us at customercare@sportsmed.com.

5. Fees

A User account for a User that is not a Sponsor User is free of charge. Sponsor Users shall pay a fee for their User accounts. Fees paid by Sponsor Users for the Service are non-refundable, except as expressly provided in these Terms or a Policy.

If you are a Sponsor User, you agree to pay to SportsMED all applicable fees for the Service, including the fee for the applicable subscription (e.g., monthly or yearly), taxes, and other charges (such as sales, use, excise, public utility and other taxes) levied by domestic or foreign governments. SportsMED reserves the right to change the fees charged Sponsor Users from time to time in its sole discretion. The Sponsor User fees for the Service are billed to the credit card you specified for your payments for the Service. SportsMED is not responsible for any expenses or charges (e.g., for exceeding credit card limits) resulting from the fees and charges billed by SportsMED. SportsMED may, in its sole discretion, suspend or cancel a delinquent account or refuse the holder of such account access to the Service. You are responsible for all charges associated with your account.

If you are a Sponsor User, you hereby authorize SportsMED (either directly or through a third party payment processor) to charge the credit card you provide in your Sponsor User account. SportsMED will send you a receipt to your email address listed in your account. If you are a Sponsor User, by using a corporate credit card or billing instrument, you affirm that you are authorized to use the corporate card or billing instrument for such purposes.

If you choose to register as a Sponsor User, you agree that your credit card will automatically be charged by SportsMED (either directly or through a third party payment processor). If you wish to terminate your Sponsor User account and avoid a charge for a subsequent month, you must do so at least 7 days before the renewal date of your Sponsor User account. Monthly Sponsor User subscribers are billed on a monthly cycle, and the monthly renewal date is the same day of the month that you first subscribed (though SportsMED may also offer multi-month, annual and other tiers, in which case you will be billed according to the subscription cycle that you registered for as a Sponsor User). SportsMED will not send you a monthly statement. You may cancel your monthly subscription by emailing SportsMED at customercare@sportsmed.com. If you revoke authorization to charge your card, or if for any reason your card issuer does not pay SportsMED, SportsMED may suspend the Service or terminate your Sponsor User account.

SportsMED may modify its prices to Sponsor Users at any time. If SportsMED modifies its price for any subscription which renews automatically, SportsMED will give you notice of the new prices at least 30 days before the beginning of the renewal term in which the prices will be effective. If you have received such a notice and do not cancel your subscription as described in this Section, you agree to the new prices and authorize SportsMED to charge your credit card accordingly.

If you are a Sponsor User and believe you have been incorrectly charged, you must notify us of such disputed charges within the time provided for in your credit card agreement or you waive your right to dispute those charges. Please contact SportsMED by email at customercare@sportsmed.com, so that we can review your account. SportsMED may require you to describe the dispute in writing. Any written communications concerning disputed amounts owed must be sent to: customercare@sportsmed.com or SportsMED at 9247 Alden Dr., Beverly Hills, CA 90210.

6. Use Restrictions

You will not: (a) use the Service for any commercial purpose except for as provided in the Subscription Agreement; (b) access, monitor, or copy any content or information on the Service using any robot, spider, scraper, or other automated means or any manual process for any purpose without our express written permission; (c) violate the restrictions in any robot exclusion headers on the Service or bypass or circumvent other measures employed to prevent or limit access to the Service; (d) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (e) hyperlink or deep-link to any portion of the Service for any purpose without our express written permission; (f) "frame", "mirror," or otherwise incorporate any part of the Service into any other website without our prior written authorization; or (g) intentionally or unintentionally violate any applicable local, state, national, or international law or regulation, including without limitation those related to medical privacy or the advertising and promotion of medical devices.

7. Interactive Services

The Service may include interactive features and services, including social networking functionality, forums, message boards, ratings or review functionality, and similar services, in which you or third parties may send messages to Service users, and create, post, or store profile data, photographs, ratings or reviews, and other content on the Service ("Interactive Services"). You are solely responsible for your use of Interactive Services and use them at your own risk.

You are responsible for the materials you post or direct us to post to the Service. SportsMED takes no responsibility and assumes no liability for any material posted, stored, or uploaded by you or any third party, or for any loss or damage thereto, nor is SportsMED liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter on the Service or in your dealings with other users. SportsMED does not endorse any of the products or services posted or discussed on the Service, and you will not imply that SportsMED endorses your material. BECAUSE YOU ARE RESPONSIBLE FOR THE MATERIAL YOU POST TO THE SERVICE, YOU MAY EXPOSE YOURSELF TO LIABILITY FOR POSTING YOUR MATERIALS. ALSO, WE ARE NOT RESPONSIBLE FOR ANY THIRD PARTY USE OF THE INFORMATION YOU POST OR REQUEST US TO POST TO THE SERVICE. PLEASE CONSIDER WHETHER YOU WANT THIS INFORMATION PUBLISHED BEFORE YOU PROVIDE IT TO US OR POST THIS INFORMATION TO THE SERVICE.

By using any Interactive Services, you agree not to post, transmit, distribute, upload, or otherwise disseminate through the Service any of the following:

• Materials that are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, or fraudulent;
• Material that misrepresents your affiliation with any person or entity or impersonates another person or entity;
• Material that violates, or that causes us or our affiliates, subsidiaries, or partners to violate, any applicable law, regulation, or order of any governmental authority in any jurisdiction;
• Material that infringes or violates, or that may infringe or violate, any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party, or that you otherwise do not have the right to make available;
• Private or confidential information of any person or entity, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, and any trade secrets or information for which you have any obligation of confidentiality or material that impersonates any person or entity, or misrepresents your affiliation with the Service or with any other person or entity;
• Material that contains any audio, video, or written testimonial, or any personal image that is not either fully de-identified in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") or the subject of any and all consents or authorizations necessary to post, transmit, distribute, upload, or otherwise disseminate through the Service.
• Material that is or contains any advertising or solicitation, including, without limitation, links to commercial products or services or any political campaigning (except in portions of the Service that are expressly designated as portions in which such Material is allowed);
• Comments that in any way refer to persons under 18 years of age;
• Reviews of any business you own or have a personal interest in, trade reviews, or if you are a Corporate User, reviews of a competitor's business (unless you have been a customer of the competitor), or reviews of business where the business paid you for the review;
• Viruses, corrupted data, or other harmful, disruptive, or destructive files; or
• Material that, in our sole judgment of, is objectionable, restricts or inhibits any person or entity from using or enjoying any Interactive Services or other portions of the Service, or which may expose us or our users to harm or liability of any nature.

We take no responsibility and assume no liability for any material posted, stored, or uploaded by you or any third party, or for any loss or damage to any of that material. Although we have no obligation to screen, edit, or monitor any material posted on or transmitted through the Service, we reserve the right, and have absolute discretion, to remove, screen, and edit any material posted, stored, or transmitted on or through the Service at any time and for any reason without notice.

If you post material on or through the Service, then, unless we indicate otherwise, you (a) grant us and our subsidiaries and affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such material throughout the world in any media; (b) grant us and our affiliates, subsidiaries, and sublicensees the right to use the name that you submit in connection with such material, if we choose; and (c) represent and warrant that you own and control all of the rights to the material that you post, or you otherwise have the right to post such material to the Service; and the use and posting of material you supply does not violate these Terms, will not violate any rights of or cause injury to any person or entity, and will not otherwise create any harm or liability of any type for us or for third parties.

8. Modifications to the Service

SportsMED reserves the right to modify, discontinue, and restrict, temporarily or permanently, all or part of the Service without notice in our sole discretion. Neither we nor our suppliers or licensors will be liable to you or to any third party for any modification, discontinuance, or restriction of the Service.

9. Term and Termination

Your account remains in effect unless you cancel it or unless SportsMED terminates your account as provided by these Terms. To terminate your account, please email SportsMED at customercare@sportsmed.com. Notwithstanding any provision of these Terms, we reserve the right, without notice and in our sole discretion, to terminate your account and to block, restrict, and prevent your future access to, and use of, the Service. You understand that any termination of your account may involve deletion of your account information and all the information stored for such account. SportsMED will not have any liability whatsoever to you for any termination of your account or Service, or related deletion of your information.

10. Feedback

Any materials, including but not limited to comments, suggestions, ideas, identifying potential errors and improvements, or other information, provided by you in the form of email or other submissions to us (excluding material that you post on the Service in accordance with these Terms) (collectively "Feedback"), are non-confidential and you hereby grant to us perpetual and irrevocable license to use your Submissions for any purpose without compensation or attribution to you.

11. Copyright Infringement

We respect the intellectual property rights of others, and ask you to do the same. It is our policy to terminate the access privileges of those who repeatedly infringe the copyright rights of others. If you believe that your work has been posted on the Service in a way that constitutes copyright infringement, please contact us at the address below and provide the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed, and identification of the time(s) and date(s) the material that you claim is infringing was displayed on the Service; (3) your address, telephone number, and email address; (4) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

If you believe that your user content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your user content, you may send a counter-notice containing the following information to the copyright agent: (1) Your physical or electronic signature; (2) identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled; (3) a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and (4) your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Mateo County, California and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the copyright agent, we may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Our designated agent for notice of copyright infringement can be reached at:
SportsMED.com, LLC
Attention: Adam Fanton
9247 Alden Dr
Beverly Hills, CA 90210
customercare@sportsmed.com

12. Trademarks

SportsMED, the SportsMED logo, SportsMED.com, and any other product or service name or slogan contained on the Service are trademarks or registered trademarks of SportsMED and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable trademark holder. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Service are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.

13. Ownership

We, our affiliates, and our suppliers and licensors own all right, title, and interest, including all intellectual property rights, in and to the Services. Except for those rights expressly granted in these Terms, no other rights are granted, either express or implied, to you.

14. Third-Party Content

The Service may contain links to Web pages and content of third parties ("Third-Party Content") as a service to those interested in this information. We do not monitor, endorse, or adopt, or have any control over, any Third-Party Content. We undertake no responsibility to update or review any Third Party Content and can make no guarantee as to its accuracy or completeness.

Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content provider to which you navigate from the Service. You access and use Third-Party Content at your own risk.

The Service may contain advertisements and promotions from third parties. Your business dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party.

15. Privacy Policy

We may collect registration and other information about you through the Service. Our collection and use of this information is described in the Privacy Policy available at http://www.sportsmed.com/privacy-policy.

16. Indemnification

You will defend, indemnify and hold harmless SportsMED, its subsidiaries, affiliates, partners and third-party advertisers and their respective directors, officers, agents, employees, licensors, and suppliers from and against any costs, damages, expenses, and liabilities (including, but not limited to, reasonable attorneys' fees) arising out of or related to your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

17. Disclaimer of Warranties

YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR USE OF ANY CONTENT ACCESSIBLE THROUGH THE SERVICE AND YOUR INTERACTIONS AND DEALINGS WITH ANY SERVICE USERS, INCLUDING CORPORATE USERS, IS AT YOUR SOLE RISK. THE SERVICE, AND ALL CONTENT AVAILABLE ON AND THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SportsMED AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SportsMED DOES NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SERVICE OR YOUR ACCESS TO ANY CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE WILL CREATE ANY WARRANTY REGARDING SportsMED THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Without limiting the generality of the foregoing, SportsMED makes no warranties whatsoever, express or implied, regarding the accuracy, completeness, timeliness, or usefulness of any information contained or referenced in the SERVICE. Health-related information and technology change frequently and therefore information contained on the service may be outdated, incomplete or incorrect. sportsmed does not assume any risk whatsoever for your use of the service or the information contained on the service.

18. Limitation of Liability

NEITHER SportsMED NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF SportsMED OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY CONTENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE MAXIMUM TOTAL LIABILITY OF SportsMED AND ITS SUPPLIERS AND LICENSORS TO YOU FOR ALL CLAIMS UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS $100. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19. Consent to Electronic Communications

By using the Service, you consent to receiving electronic communications from us. These communications may include notices about your account and information concerning or related to the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must keep your email address current and accurate because SportsMED will use your email address to contact you.

20. General Legal Notices

Our failure to act in a particular circumstance does not waive our ability to act with respect to that circumstance or similar circumstances. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. Any provision in these Terms that by its nature should survive the termination of your license to access the Service or any termination of these Terms (including, without limitation, provisions governing indemnification, limitations on liability, disclaimers of warranty, and ownership of intellectual property) will continue to remain in full force and effect after any such termination.

These Terms are governed by the laws of the State of California, excluding conflict of laws principles. Any controversy or claim arising out of or relating to the Service or these Terms must be commenced within one year after the claim arose and will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration will be conducted in San Mateo County, California and judgment on the arbitration award may be entered into any court of competent jurisdiction. The award of the arbitrator will be final and binding upon the parties without appeal or review except as permitted by California law. Either party may seek any interim or preliminary injunctive relief from any court of competent jurisdiction, as necessary to protect the party's rights or property pending the completion of arbitration.

These Terms and any additional terms and conditions accepted by you when registering for a specific Service constitute the entire agreement between you and SportsMED concerning the Service. These Terms supersede all prior agreements or communications between you and SportsMED regarding the subject matter of these Terms.

21. Questions & Contact Information

If you have any questions or concerns about the Service, or these Terms, you may contact SportsMED through our website by customercare@sportsmed.com or write us at:
SportsMED.com, LLC
Attn: Adam Fanton
9247 Alden Dr.,
Beverly Hills, CA 90210