Facility/Professional Registration and Agreement
Facility/Professional Registration and Agreement
Orthopedic surgeons, physiatrists, osteopaths, physical therapists, physician's assistants, chiropractors, coaches, athletic trainers, family doctors, healthcare providers, healthcare facilities, insurance companies, homecare agencies, eldercare facilities and others may register here.
Benefits of signing up with Pop-Doc:
- Post informative articles about health and wellness, joint health and injury prevention on the Pop-Doc website (no self-serving articles).
- Reliably track your Users' exercise progress online.
- Your Users will be able to access and utilize Exercise Groupings at no cost.
Pricing:
Each facility will be entitled to authorize participants to use Pop-Doc Exercise Groupings. The cost to use the Pop-Doc Platform is based on and the number of your facility's invitees (users) that log in and use the Pop-Doc exercise platform. For each facility, the charge is per user per month with a $15 minimum charge. Quantity discounts may apply.
* = Required Field
Terms and Conditions
ONLINE SERVICES AGREEMENT
Terms and Conditions
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND HEP, LLC doing business as Pop-Doc (“Pop-Doc”).
READ THIS AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION CLAUSE IN SECTION 13 BELOW.
BY CHECKING THE APPLICABLE BOX ON THE REGISTRATION PAGE, YOU ARE AGREEING AND CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU SHALL NOT ACCESS ANY OF THE EXERCISE BUNDLES ON THE WEBSITE AND YOU SHALL NOT PERFORM ANY OF THE EXERCISES CONTAINED IN SUCH BUNDLES.
WHEREAS, Pop-Doc is the sole owner of certain trade secrets and proprietary methodologies, applications, procedures, activities, Exercises, information and the presentation thereof including without limitation on the Website” and in print media, e-book media and all other formats whatsoever (collectively referred to as the “Pop-Doc Platform”); and
WHEREAS, Customer desires Pop-Doc to provide services (the “Services”) to Customer consisting of providing access to and use of the Pop-Doc Platform; and
WHERES, Customer desires to utilize the Pop-Doc Platform: (a) directly in connection with the services and/or goods that Customer supplies to its Clients at the Locations and/or (b) to enable Customer’s Clients to utilize the Pop-Doc Platform from places other than the Locations in order to supplement the services that Customer is providing to such Clients.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
- THE ONLINE SERVICES
Pop-Doc shall provide to Customer the limited non-transferable, non-exclusive right to access and use the Services and the Pop-Doc Platform on the terms and conditions set forth herein and on the Registration Page and in the Additional Terms; provided that Customer shall access and use same only via the Website, only for the Permitted Purpose, and only as and to the extent expressly authorized in this Agreement.
- CUSTOMER RESPONSIBILITIES
Customer shall be solely responsible for ensuring that all Authorized Users comply with the terms and conditions with respect to use of the Services that are set forth herein and in the Additional Terms. Customer shall be solely responsible to provide and maintain all telecommunications and/or Internet connectivity and security to the Locations in order to use and access the Services. Pop-Doc shall not be responsible for access to or the reliability or availability of telecommunications and/or Internet connectivity or security to any Location and/or to any Authorized User.
- TERM AND TERMINATION
This Agreement shall commence on and as of the Effective Date. Unless sooner terminated in accordance herewith, the term of this Agreement shall continue until the Expiration Date. This Agreement shall terminate immediately and without prior notice in the event: (a) Customer breaches any of its obligations under this Agreement, including the non-payment of fees; (b) Customer breaches its obligations under any of the Additional Terms; and/or (c) Customer or any Authorized User directly or indirectly reveals unauthorized confidential user identification information, confidential user names and passwords, or any action which may reveal the proprietary rights of the Pop-Doc Platform and/or that may create or allow others to duplicate, reverse engineer or otherwise permit others to recreate the Services (or attempts to do any of the foregoing). In addition to any other rights granted to Pop-Doc herein, Pop-Doc reserves the right to suspend or terminate this Agreement and Customer's use of and access to the Pop-Doc Platform and the Services if Customer fails to pay any fees due hereunder or otherwise breaches any provision hereof. Termination of this Agreement shall not release or discharge Customer from any liabilities or obligations under this Agreement or otherwise, including without limitation the obligations regarding payment of Fees and indemnification, all of which obligations shall survive the termination and/or expiration of this Agreement in accordance with Section 16 below.
- FEES
Customer agrees to accept the Services in accordance with the payment terms and conditions and to pay the fees that are stated on the Registration Page. Customer shall pay interest to Pop-Doc on any outstanding balance due hereunder at the rate of 1.5% per month or the maximum permitted by law whichever is less, plus all reasonable attorneys’ fees and expenses in connection with the collection of any such balance.
- INTELLECTUAL PROPERTY RIGHTS
Customer understands and agrees that all right, title and interest in and to the Pop-Doc Platform and the Services including all associated intellectual property rights are and shall at all times be the sole and exclusive property of Pop-Doc. The Pop-Doc Platform and the Services constitute and contain trade secrets and unique proprietary information that are owned exclusively by Pop-Doc and are protected by United States copyright and other laws. Customer shall not copy, distribute or reproduce the Pop-Doc Platform and/or the Services and shall not make the Pop-Doc Platform and/or the Services available to any person or entity other than an Authorized User. This Agreement is not and shall not be deemed to be a sale and does not convey to Customer or any Authorized User (or any affiliate of any of the foregoing) any rights of ownership in or related to the Pop-Doc Platform or the Services. The Pop-Doc name, logo, and brand and product names associated with the Pop-Doc Platform and the Services are trademarks of Pop-Doc, and no right or license whatsoever is granted to Customer and/or any Authorized User to utilize same.
- RESTRICTIONS
Customer shall not directly or indirectly use the Services and/or the Pop-Doc Platform for any purpose other than the Permitted Purpose. Customer shall not access or use the Services and/or the Pop-Doc Platform for the benefit of any person or entity other than Customer’s Clients. Customer shall not directly or indirectly sublicense, assign, transfer, sell, rent, lease or otherwise make available the Services and/or permit any person other than Authorized Users to use or access the Services (or attempt to do any of the foregoing). Customer shall not directly or indirectly access or use the Services for any purpose that is unlawful or prohibited by this Agreement. Customer on its own behalf and on behalf of every Authorized User agrees not to directly or indirectly take any of the following actions in connection with their access to and use of the Services: (i) infringe or may infringe on the copyright, patent, trademark, trade secret, right of publicity, right of privacy, and/or any other right of Pop-Doc and/or any other person or entity; (ii) violate any applicable law, statute, ordinance or regulation; and/or (iii) are defamatory, threatening, harassing, obscene, grossly offensive, vulgar, malicious, false or misleading. Customer shall not directly or indirectly create or build any derivative works from any information, content, products or services obtained from or otherwise connected to the Pop-Doc Platform or the Services, or attempt to do any of the foregoing. Customer shall not directly or indirectly create, recreate, reverse engineer, disassemble, decompile, modify, adapt, translate, or attempt in any way to ascertain, derive or obtain the source code for the Pop-Doc Platform. Customer shall not directly or indirectly frame, mirror or link to any content forming part of the Pop-Doc Platform. Customer shall not directly or indirectly use or access the Pop-Doc Platform with the intent to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics, (3) copy its ideas, features, functions, or graphics or (4) attempt to do any of the foregoing. Customer further agrees to cooperate with Pop-Doc at Customer’s sole expense in causing any unauthorized access to or use of the Pop-Doc Platform use to cease immediately. Additional terms, conditions and restrictions (collectively, the “Additional Terms”) pertaining to the access to and use of the Pop-Doc Platform and Website by Customer and Authorized Users may be set forth on portions of the Website (including without limitation the Terms of Service and Privacy Policy) and Customer agrees to comply with them and to be bound thereby.
- NO WARRANTIES; LIMITED LIABILITY
Pop-Doc makes no representations or warranties, express or implied, regarding the Services and/or the use thereof and/or access thereto. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, POP-DOC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH REGARD TO THE SERVICES AND THE ACCESS TO AND USE OF THE WBSITE AND THE POP-DOC PLAT FORM. Customer assumes the sole responsibility for the selection of the Services as being adequate for and appropriate Customer’s own internal business needs. Customer shall not rely on Pop-Doc for any advice or guidance regarding compliance with local, state and federal laws or regulations. Pop-Doc does not warrant that the Services or the results derived therefrom shall meet Customer’s requirements or that the operation of the Pop-Doc Platform shall be uninterrupted or error-free.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL POP-DOC OR ITS MEMBERS, MANAGERS, EMPLOYEES OR AGENTS BE LIABLE TO CUSTOMER OR TO ANY OTHER PARTY (INCLUDING WITHOUT LIMITATION ANY AUTHORIZED USER) FOR ANY CONSEQUENTIAL, COMPENSATORY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE TO CUSTOMER’S INFORMATION AND/OR CLIENTS’ INFORMATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, DELAY DAMAGES, OR ANY OTHER PECUNIARY OR OTHER LOSS) ARISING OUT OF THE USE OF AND/OR ACCESS TO THE SERVICES, EVEN IF POP-DOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT CUSTOMER AND/OR ANY AUTHORIZED USER MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION ALL DAMAGES REFERENCED HEREIN AND ALL ACTUAL DIRECT OR GENERAL DAMAGES), THE ENTIRE AND EXCLUSIVE LIABILITY OF POP-DOC TO CUSTOMER AND/OR ANY AUTHORIZED USER UNDER ANY PROVISION OF THIS AGREEMENT AND EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE LESSER OF (i) THE FEE ACTUALLY PAID BY CUSTOMER FOR THE 12-MONTH PERIOD IMMEDICATELY PRECEDING THE DATE WHEN SUCH DAMAGES WERE ALLEGEDLY INCURRED OR (ii) CUSTOMER’S ACTUAL DIRECT DAMAGES. THIS ARTICLE 7 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Pop-Doc shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any information pertaining to or belonging to Customer and/or any Authorized User for any reason whatsoever. Pop-Doc may perform maintenance to the Website and/or the Pop-Doc Platform periodically. Pop-Doc shall not be required to give prior notice to Customer about any maintenance or downtime, and Pop-Doc shall not have any liability whatsoever to Customer for same and/or for any damages arising therefrom.
- INDEMNIFICATION
Customer shall indemnify, defend and hold Pop-Doc and its affiliates (and the respective members, managers, employees and agents of each of the foregoing) harmless from and against every liability, loss, claim, demand, proceeding, judgment, damage, expense, amount paid in settlement, costs and reasonable attorney's fees and expenses arising out of, relating to, or in any way connected with: (i) the negligence, dishonest acts, willful misconduct, fraud, or unlawful conduct of Customer, its employees, agents and/or Authorized Users; (ii) the use of the Services and/or the Pop-Doc Platform by Customer and/or any Authorized Users; (iii) the breach by Customer and/or any Authorized Users of any covenant or obligation set forth in this Agreement; (iv) the breach by Customer and/or any Authorized Users of any covenant or obligation set forth in the Additional Terms; (v) the breach of applicable laws, rules, and regulations by Customer and/or any Authorized User; and/or (vi) property damage and bodily injury, including death, resulting from the use of information derived from the Services by Customer and/or any Authorized User.
- ASSUMPTION OF RISKS.
Pop-Doc provides the Services, including without limitation the content contained on the Pop-Doc Platform, for informative purposes only. Pop-Doc does not provide medical or healthcare advice. The Information contained on the Pop-Doc Platform should not be construed as medical or healthcare advice or so used. Use of the Services and/or performance of the Exercises detailed on the Pop-Doc Platform do not create a physician-patient relationship or other healthcare provider-patient relationship between Customer and/or any Authorized User, on the one hand, and Pop-Doc, its members, managers, officers, employees, agents, successors, assigns or legal representatives, on the other hand. The use of the Pop-Doc Platform by Customer and the Authorized Users should in no way be interpreted by any of them as Pop-Doc providing or practicing medical or healthcare services. The Exercises contained on the Pop-Doc Platform may not be suitable for any Authorized User or any healthcare issues that may affect any Authorized User. It is the sole responsibility of Customer and every Authorized User to obtain the advice and care of a physician or other healthcare provider before performing any of the Exercises or using the Information contained on the Pop-Doc Platform. Customer and every Authorized User are each knowingly and voluntarily assuming all risks relating to his/her performance of any of such Exercises.
- AMENDMENTS
This Agreement can only be modified by a written agreement duly signed by persons authorized to sign an Agreement on behalf of Pop-Doc and Customer.
- UNENFORCEABILITY
If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
- ASSIGNABILITY
Customer shall not assign or transfer this Agreement or the rights or obligations hereunder to any other party or entity. Company may assign or transfer this Agreement and the rights or obligations hereunder to any other person or entity.
- DISPUTES
Any and all disputes (with the exception of copyright claims) arising out of, under, or in connection with this Agreement shall be adjudicated exclusively in the federal or state courts located in New York County, State of New York. Copyright claims shall be adjudicated exclusively in a federal court located in New York County, State of New York. Customer expressly consents to the jurisdiction of such courts. Customer expressly waives any claim of forum non conveniens. Customer agrees to pay and/or reimburse Pop-Doc for its reasonable legal fees and expenses of instituting or defending a lawsuit against or by Customer.
- GOVERNING LAWS
This Agreement shall be governed and construed by the laws of the State of New York and the copyright laws of the United States, without giving effect to principles of conflicts of laws or statutes whatsoever.
- FORCE MAJEURE
Pop-Doc shall not have any responsibility to Customer or to any Authorized User if Pop-Doc is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of, and throughout the duration of, an Act of God; natural disaster; fire; casualty; flood; earthquake; war; act of terrorism; strike; lockout; epidemic; destruction of facilities; civil unrest; riot; insurrection; actions or decrees of governmental bodies; communications interruptions or failures (including without limitation interruptions, failures, downtimes, slowdowns, or delays of connectivity) and telecommunications, energy or Internet service interruptions or failures (including without limitation downtimes, slowdowns, delays, “brownouts” and “blackouts” of the energy or Internet service).
- SURVIVAL
The provisions of Section 7 and Section 8 shall survive the termination or expiration of this Agreement.
- NO THIRD PARTY BENEFICIARIES
The terms and provisions of this Agreement are intended solely for the benefit of each party and their respective successors or permitted assigns, and shall not confer third-party beneficiary rights upon any other person or entity.
- NOTICES
Any notice, demand or request required or provided for in this Agreement, or served, given, or made in connection with it, shall be in writing and shall be deemed properly served, given or made if delivered in person, sent by certified mail, postage prepaid, return receipt requested, or sent by a nationally recognized overnight courier service, in each case, to the parties at the addresses specified in the Preamble. Any notice, demand or request shall be deemed to have been delivered (1) on the date of personal delivery, (2) on the third day following the date of mailing, or (3) on the day following the date of delivery by an overnight courier.
- NO COURSE OF DEALING
Customer expressly agrees that any terms and conditions that are or may be set forth in any invoice, acknowledgement, confirmation, email or other document or oral or written communication given by or in behalf of Customer to Company and any other terms and conditions that may be set forth on Customer’s website or otherwise shall not apply to this Agreement or any other written and/or oral agreement between Customer and Company, and Company expressly disclaims any obligations or benefits provided, required or permitted thereunder. Nothing contained in any such invoice, acknowledgement, confirmation, email or other document or communication shall be deemed to be an offer or an acceptance of an offer, or an additional, different or other provision of this Agreement or any other written and/or oral agreement between Customer and Company. No contract or additional, different or other provision of this Agreement shall be formed by any course of dealing, course of performance or trade usage between Customer and Company. Company may at any time revise the provisions hereof by updating this Agreement and by providing notice to Customer of such change.
- DEFINITIONS
The following terms that are used in this Agreement and not otherwise defined herein shall have the meanings ascribed to them below:
“Authorized Users” shall mean Customer, its employees who have a need to use the Services for the Permitted Purpose and, if stated on the Registration Page, the Clients.
“Clients” shall mean the clients and customers of Customer.
“Effective Date” shall mean the date on which Customer agrees to the terms and conditions of this Agreement by clicking the box on the Registration Page.
“Exercises” shall mean bodily activities and movements requiring physical effort for the purposes of attaining, maintaining and/or preserving physical fitness, health and wellness.
“Expiration Date” shall mean, initially, the date that is stated on the Registration Page and thereafter as agreed by Company and Customer in writing.
“Locations” shall mean all of the locations of Customer’s offices and facilities, unless the Registration Page states that the Locations are limited to specific offices and facilities of Customer.
“Permitted Purpose” shall mean the access to and use of the Pop-Doc Platform for Customer’s internal business operations only.
“Registration Page” shall mean the webpage(s) contain in the Website entitled “Registration Page” and located at http://www.pop-doc.com/register_facility.cgi.
“Website” shall mean the Internet website located at http://www.pop-doc.com.
THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND POP-DOC.
BY CHECKING THE APPLICABLE BOX ON THE REGISTRATION PAGE, YOU ARE AGREEING AND CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU SHALL NOT ACCESS ANY OF THE EXERCISE BUNDLES ON THE WEBSITE AND YOU SHALL NOT PERFORM ANY OF THE EXERCISES CONTAINED IN SUCH BUNDLES.
The Pop-Doc Platform, the Website, and any and all content and media therein and thereon are copyright © 2017 HEP, LLC. All rights are reserved.
© HEP, LLC - All Rights Reserved.