“Healthcare Provider User,” or collectively as “User.”
BHN’s mission is to provide a dynamic online directory that connects the community with Black healthcare providers.
B. Scope and Intent
2. Your Obligations
A. License and warranty for your submissions to BHN
Healthcare Provider User has control over the information s/he provides to BHN under this Agreement, and may request its deletion from Healthcare Provider User’s profile at any time by emailing firstname.lastname@example.org. Healthcare Provider acknowledges that s/he has no right of privacy in any information submitted to his or her publicly viewable profile. Any information you submit to us is at your own risk of loss as noted in Section 2 and 3 of this Agreement.
By providing information to use, you represent and warrant that you are entitled to and have the requisite rights to submit the information and that the information is accurate, not confidential, and not in violation of any contractual restrictions or other third party rights. Except as otherwise provided in this Agreement, BHN will have no obligations with respect to the information you submit to us, BHN hereby grants you a non-exclusive, non-transferable license to re-use or republish your own contributions made to the BHN site in its original or derivative form for republication elsewhere, such as in journals or other professional publications. This license is restricted to your own contributions and does not grant you rights to republish the contributions or postings of other BHN Users. BHN shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such information. It is your responsibility to keep your BHN profile information accurate and updated.
B. License Restrictions
C. Service Eligibility
This Website is intended solely for Users who are 18 years of age or older. By using this website, you represent and warrant that you are of legal age to form a binding contract with BHN and meet all of the eligibility requirements.
To be eligible to use the Service, Healthcare Provider User must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are a certified and licensed U.S. physician, or other healthcare professional; (3) are not currently restricted from providing the services listed in your profile, or not otherwise prohibited from having a BHN account; (4) are not using BHN’s services for reasons that are in competition with BHN; (5) have all business insurances and licenses required of your practice; (6) will only maintain one BHN account at any given time; (7) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (8) will not violate any rights of BHN, including intellectual property rights such as copyright or trademark rights; and (9) agree to provide at your cost all equipment, software, and internet access necessary to use the services. If you do not meet all of the applicable requirements, you must not access or use the website.
D. Click-through Agreements
E. Sign-in Credentials
Healthcare Provider User agrees to: (1) Keep your password secure and confidential; (2) not permit others to use your login credentials to access your account; (3) refrain from using other users’ accounts; (4) refrain from selling, trading, or otherwise transferring your BHN account or any information and content of another BHN user to another party; and (5) refrain from charging anyone for access to any portion of BHN, or any information therein. Further, you are responsible for anything that happens through your account until you close down your account or prove that your account security was compromised due to no fault of your own. To close your account, please contact email@example.com.
F. User-To-User Communication and Sharing
Please note that ideas you post and information you share may be seen and used by other Users, and BHN cannot guarantee that other Users will not use the ideas and information you share on BHN. Therefore, if you have an idea or information that you would like to keep confidential and/or don’t want others to use, or that is subject to third party rights that may be infringed by your sharing it, do not share it on BHN. BHN IS NOT RESPONSIBLE FOR A USER’S MISUSE OR MISAPPROPRIATION OF ANY CONTENT OR INFORMATION A USER POSTS, UPLOADS, OR TRANSMIT WITHIN BHN.
H. Contributions to BHN
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to BHN through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential proprietary or protected health information; (b) BHN is not under any obligation of confidentiality, express or implied, with respect to Contributions; (c) BHN shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) BHN may have something similar to the Contributions already under consideration or in development; (e) you irrevocably assign to BHN all rights to your Contributions; and (f) you are not entitled to any compensation or reimbursement of any kind from BHN under any circumstances.
I. Posted Data
The information and content posted on BHN is gathered from publicly available data or submitted by Healthcare Provider Users, and BHN cannot guarantee the accuracy or completeness of such information. BHN is under no obligation to verify any information provided to it by Users. Use of BHN by all Users is conditioned upon the agreement that all of the information and content, including profile and insurance data, is for informational purposes only and should not be relied upon, and that as a User, you agree to hold harmless BHN and other Users and data suppliers for your use or reliance on such data
3. Your Rights
On the condition that you comply with all obligations under this Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable license and right to access the services, through a generally available web browser, mobile device or application (but not through scraping, spidering, crawling or other technology or software used to access data without express written consent of BHN or its users), view information use the services that we provide on BHN webpages and in accordance with this Agreement. Any other use of BHN contrary to our policies is strictly prohibited.
4. Proprietary Rights
The content of BHN’s website includes, without limitation, (i) BHN’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “BHN Marks”); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audiovisual media, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the BHN websites (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “BHN Content”). BHN Content is the property of the BHN, its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, United States copyright, trade
secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any BHN Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the BHN or the owner of such content if the BHN is not the owner. Any use of the BHN Marks without the BHN’s express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the BHN Content, including any such notices appearing on any BHN Content you are permitted to download, transmit, display, print, or reproduce from the BHN websites.
5. Responsibility for Use of the Internet and the BHN Websites
Use of the Internet and BHN’s websites is solely at your risk and is subject to all applicable local, state, national and international laws and regulations. BHN does not guarantee the confidentiality or security of any communication or other material transmitted to or from the BHN websites over the Internet or other communication network. BHN shall not be obligated to correct or update BHN’s website, BHN Content, or the User-generated content; and BHN shall not be liable for omissions, typographical errors, or out of date information which may appear on the BHN websites.
A. Social Media Features
BHN’s Website may provide certain social media features that enable you to:
Link from your own or certain third-party websites to certain content on this Website.
Send e-mails or other communications with certain content, or links to certain content, on this Website.
Cause limited portions of content on this Website to be shared with, displayed or appear to be displayed on your own or certain third-party websites or social media platforms.
You may use these features solely as they are provided by us, and solely with respect to the content they are displayed with and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:
Establish a link from any website that is not owned by you.
Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.
We may disable all or any social media features and any links at any time without notice in our discretion.
BHN’s website may contain advertisements of third parties. The inclusion of advertisements on the website does not imply or constitute an endorsement of the advertised products or services by BHN. BHN shall not be responsible for any loss or damage of any kind incurred as a result of the presence of such advertisements on BHN’s website. Further, BHN shall not be responsible or liable for the statements or conduct of any third-party advertisers appearing on BHN’s websites. You shall be solely responsible for any correspondence or transactions you have with any thirdparty advertisers.
7. Links to Third Party Websites
BHN’s website may provide links (including any link through an online banner advertisements) to other sites on the Internet for your convenience. These other sites are maintained by thirdparties over which BHN exercises no control. The appearance of any such third-party links (provided by the BHN or by a third party) is not intended to and does not endorse any particular company, product or service. If you decide to access any of the third-party sites linked to the BHN website, you do so entirely at your own risk.
8. Links to BHN Websites and BHN Content
Links posted by third-parties to the BHN websites and/or BHN Content may not use the BHN trademark or logo and shall not suggest that BHN promotes or otherwise endorses any thirdparty products, business relationships, services, causes, campaigns, websites, content, or
information. Any links to any portion of the BHN websites shall be the responsibility of the linking party. BHN reserves the right to require any linking party to disable or remove any link that violates BHN’s rights or causes interruption or deterioration of BHN Content.
9. Warranties Disclaimed
BHN’S WEBSITE AND CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER BHN, ITS EMPLOYEES, OFFICERS, OR TRUSTEES NOR ANY OF ITS AGENTS, REPRESENTATIVES, SUPPLIERS, ADVERTISERS, PROMOTIONAL PARTNERS, OR LICENSORS (COLLECTIVELY “BHN PARTIES”) PROVIDE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY THAT (i) THE WEBSITE OR BHN CONTENT, OR ANY RESULTS THAT MAY BE OBTAINED BY YOU, ARE COMPLETE, ACCURATE,RELIABLE OR NON-INFRINGING; (ii) ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL MEET YOUR EXPECTATIONS; OR (iv) BHN CONTENT WILL REMAIN UNCHANGED OR ACCESSIBLE ON THE WEBSITE. ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
10. Limitation of Liability
THE BHN PARTIES SHALL NOT BE LIABLE, AND DISCLAIM ANY LIABILITY, FOR ANY CLAIM, LOSS OR DAMAGE, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER IN CONNECTION WITH, AS A RESULT OF, OR ARISING OUT OF (i) THE USE OF OR INABILITY TO USE THE WEBSITE AND/OR ANY BHN CONTENT; (ii) ANY INTERRUPTION IN THE AVAILABILITY OF BHN’S WEBSITE AND/OR CONTENT; (iii) ANY LOSS OF DATA AND/OR EQUIPMENT FAILURE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON BHN’S WEBSITE; (vi) ANY DELAY OR FAILURE OF THE WEBSITE ARISING OUT OF CAUSES BEYOND BHN’S CONTROL; (vii) THE USE OF, REFERENCE TO, OR RELIANCE ON, BHN CONTENT; (viii) ANY THIRD PARTY MATERIALS, INFORMATION, PRODUCTS AND SERVICES CONTAINED ON, OR ACCESSED THROUGH, THE WEBSITE (ix) ANY CONTENT, MATERIALS, (IN)ACCURACY OF INFORMATION, AND/OR QUALITY OF THE PRODUCTS, SERVICES OR MATERIALS PROVIDED BY OR ADVERTISED ON THIRD PARTY WEBSITES; OR (x) ANY OTHER MATTER RELATING TO BHN’S WEBSITE OR CONTENT.
11. No Liability for Further Transactions
For Patient Users using BHN’s website in search of healthcare providers, BHN is not liable for any of the healthcare services provided by any such healthcare provider found through the website. BHN does not endorse, recommend, or guarantee the quality or qualifications of any of the healthcare providers found on the website. For Healthcare Provider Users, BHN shall not be held responsible for any payments due to you by any Users of the Website for services rendered.
12. Representations and Warranties of Healthcare Provider Users
Healthcare Provider Users represent and warrant that he/she is licensed and in good standing to provide such services being marketed on BHN’s website. Healthcare Provider Users further represent and warrant that he/she has, and will continue to maintain, all the necessary insurances and licenses required for the marketed service. Healthcare Provider represents and warrants that all of the information he/she provides on the BHN website is complete and accurate, and will promptly make any and all updates to his/her profile in a timely manner to ensure the continued completeness and accuracy of such information.
Some parts of the services offered through BHN’s website are billed on a subscription basis (“Subscription(s)”). Upon registering for a Subscription, Healthcare Provider User will be billed in advance on a recurring annual basis (“Billing Cycle”). Billing Cycles are set according to Healthcare Provider User’s date of registration.
At the end of each Billing Cycle, your Subscription will automatically renew unless canceled by you or BHN. You may cancel your Subscription renewal by sending an email to firstname.lastname@example.org.
A valid payment method, including credit/debit card or PayPal, is required to process the payment for your Subscription. You will provide BHN with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize BHN to charge all Subscription fees incurred through your account to any such payment instruments on a recurring basis.
Should automatic billing fail to occur for any reason, BHN will issue an electronic invoice indicating that you must proceed manually, within ten (10) business days of such notice of failed payment, with the full payment corresponding to the billing period as indicated on the invoice. Failure to remit such payment will result in the immediate deletion of your profile.
Unless otherwise agreed to by BHN, in its sole discretion, no refunds for any Subscriptions will be issued.
To the fullest extent permitted by law, User agrees to indemnify, defend, and hold BHN harmless for all damages, losses and costs (including, but not limited to reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (i) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (ii) any content your submit to BHN, and (iii) any activity in which you engage on or through BHN. Additionally, Healthcare provider Users agree to indemnify, defend, and hold BHN harmless from any loss, injury, damages, or other claims
arising out of or related to Healthcare Provider User’s treatment of or other interaction with any other User of BHN’s website.
16. Term and Termination
17. Governing Law
ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
18. Waiver and Severability
19. Complete Agreement
20. Contact Information
21. Statute of Limitations
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of BHN’s website must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.
22. Use of BHN’s Website and Content Outside of the United States