This is a binding agreement (“Agreement”) between TeleEMG, LLC (“TeleEMG”) and you (“You” or Your”). This Agreement governs Your use of this web site (http://mycloudtms.com/) (the “Site”), including, without limitation, all content such as text, information, images, audio-visual and other downloadable material (collectively, the “Materials”) and all services (the “Services”) made available to You through this Site by TeleEMG and/or third parties.
Ownership of materials
All Materials and Services on this Site are provided by TeleEMG unless indicated otherwise. All intellectual property rights in the Materials and Services (including copyrights, trademarks, trade secrets and patents) are the property of TeleEMG. TeleEMG retains all copyrights in the individual pages, and their components, and collective works available at the Site. The Materials and Services are copyrighted and are protected by federal and worldwide copyright laws and treaty provisions. They may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, without TeleEMG’s prior written permission. The TeleEMG™ name and logos are trademarks of TeleEMG. All other names and trademarks are the property of their respective holders.
Single copy license
Any unauthorized use of any Materials or Services at this Site may violate copyright, trademark, and other laws. You may download one copy of the Materials found on the Site for use with the Services. This is a license, not a transfer of title, and is subject to the following restrictions: You may not: (a) modify the Materials or Services or use them for any commercial purpose, or any public display, performance, sale or rental; (b) decompile, reverse engineer, or disassemble software Materials or Services; (c) remove any copyright or other proprietary notices from the Materials or Services; (d) transfer the Materials to another person. You agree to prevent any unauthorized copying of the Materials or Services and to notify TeleEMG immediately upon learning of any such unauthorized copying.
Termination of this license
TeleEMG may terminate this license at any time if You are in breach of the terms of this Agreement. Upon termination, You will immediately destroy all copies of the Materials in your possession and cease the use of the Services.
Conditions of sale and payment terms
To purchase any Materials or Services on this Site, You must be (a) a natural person of at least eighteen (18) years of age or the applicable state age of majority, or (b) a corporation, partnership or other legal entity. Prior to the purchase of any Materials or Services on this Site, You must provide us with a valid credit card number and associated payment information including all of the following: (i) Your name as it appears on the card; (ii) Your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any address, activation numbers or codes needed to charge Your card. By submitting that information to TeleEMG, You hereby agree that You authorize TeleEMG to charge Your card at TeleEMG’s convenience but within thirty (30) days of credit card authorization. All sales of Materials and Services are final. All charges from those sales are nonrefundable.
Methods of payment, credit card terms and taxes
All payments must be made by VISA, MasterCard or American Express (TeleEMG may decide at any time, in its sole discretion, to discontinue accepting any such forms of payment). Unless expressly set forth on the Site, TeleEMG does not accept any other payment form. If TeleEMG offers or accepts any other form of payment, You hereby agree to all restrictions, terms and conditions associated with such additional form of payment. Your card issuer agreement governs Your use of Your designated card, and You must refer to that agreement and not this Agreement to determine Your rights and liabilities as a cardholder. YOU, AND NOT TeleEMG, ARE RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY. You agree to pay all fees and charges incurred in connection with your purchase (including any applicable taxes) at the rates in effect when the charges were incurred. Unless You notify TeleEMG of any discrepancies within sixty (60) days after they first appear on Your credit card statement, You agree that all fees and charges will be deemed accepted by You for all purposes. If TeleEMG does not receive payment from Your credit card issuer or its agent, You agree to pay all amounts due upon demand by TeleEMG or its agents. You are responsible for paying all governmental taxes imposed on Your purchases, including, but not limited to, sales, use or value-added taxes. TeleEMG shall automatically charge and withhold the applicable sales tax for orders to be delivered to addresses within Massachusetts, California and any other states or localities that it deems is required.
Order acceptance policy
Your receipt of an electronic or other form of order confirmation does not signify TeleEMG’s acceptance of Your order, nor does it constitute confirmation of TeleEMG’s offer to sell. TeleEMG reserves the right at any time after receipt of your order to accept or decline your order for any reason.
Modification to prices or billing terms
TeleEMG reserves the right, at any time, to change its prices and billing terms and methods for materials or services sold, effective immediately upon posting on the site or by email delivery to you.
This Site is intended by TeleEMG to require an e-mail address and password to access and use the Materials and Services on the Site. Certain other Materials or Services on the Site may require additional codes. You are solely responsible for (1) maintaining the strict confidentiality of the e-mail address, passwords and codes (collectively, “IDs”) assigned to you (2) instructing Your authorized care providers to not allow another person to use your IDs to access the Site, (3) any charges, damages, or losses that may be incurred or suffered as a result of You or Your authorized care provider’s failure to maintain the strict confidentiality of Your IDs, and (4) promptly informing TeleEMG in writing of any need to deactivate an ID due to security concerns. TeleEMG is not liable for any harm related to the theft of Your IDs, Your disclosure of your IDs, or Your authorization to allow another person or entity to access and use the Site using Your IDs. You agree to immediately notify TeleEMG of any unauthorized use of Your IDs.
The Materials and Services available through this Site are for informational and educational purposes only and are not a substitute for the professional judgment of a healthcare professional in diagnosing and treating You. TeleEMG does not give medical advice, nor does TeleEMG provide treatment, diagnostic services or medical opinions. Your reliance upon the Materials and Services obtained or used by You at or through this Site is solely at your own risk.
Patient data and legal compliance
The Materials and Services provided through the Site may enable You to transmit, store, or receive confidential patient information (“Patient Information”). If You are a healthcare provider, State and Federal laws, as well as ethical and licensure requirements of Your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, healthcare providers, and persons acting on their behalf, to make use of certain Materials and Services or to transmit certain information to third parties. You represent and warrant that You will, at all times during the term of this Agreement and thereafter, comply with all laws directly or indirectly applicable to You that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use Your best efforts to cause all persons or entities under Your direction or control to comply with such laws. You are, at all times during the term of this Agreement and thereafter, solely responsible for obtaining and maintaining all patient consents and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information You transmit, store, or receive in connection with the Site and the Materials or Services. You agree that TeleEMG, TeleEMG’s licensors, and all other persons or entities involved with or related to the provision or operation of the Materials and Services provided through the Site, have the right to monitor, retrieve, store and use Patient Information in connection with the operation of such Services, and are acting on Your behalf in transmitting Patient Information.
We cannot and do not assume any responsibility for your use or misuse or disclosure of patient information or other information transmitted, monitored, stored or received while using the site, the materials or services on the site.
These materials and services are provided “as is” without any express or implied warranty of any kind including warranties of merchantability, non-infringement of intellectual property, or fitness for any particular purpose or warranties arising by course of dealing or custom or trade. In no event shall TeleEMG, its parents, subsidiaries, affiliates or their respective members, directors, officers, employees, stockholders and agents be liable to you or any other person or entity for any damages including but not limited to direct, compensatory, indirect, incidental, consequential, special, exemplary or punitive damages (including, without limitation, damages for loss of profits, business interruption, loss of information and loss of business opportunities) arising out of or relating to (1) the use of or inability to use the materials or services, or (2) reliance on the site content, materials or services; or (3) errors, inaccuracies, omissions, defects, untimeliness, security breaches, or (4) any other failure to perform by TeleEMG or TeleEMG’s content providers. The foregoing shall apply regardless of whether TeleEMG has been advised of the possibility of such damages. TeleEMG also makes no representations or warranties that your access to and use of the site, materials or services (1) will be uninterrupted or error-free, (2) is free of viruses, unauthorized code, or other harmful components, (3) is secure, or (4) will meet your satisfaction. You are responsible for taking all precautions you believe necessary or advisable to protect you against any claim, damage, loss or hazard that may arise by virtue of your use of the site.
Because some jurisdictions may not permit each of these disclaimers and limitations, some of the above limitations may not apply to You. TeleEMG and its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained on the Site or within the Materials or Services. TeleEMG may make changes to the Materials or Services, or to the products described therein, at any time with or without notice. TeleEMG makes no commitment to update the Materials or Services. Any description of Materials or Services is not a representation that any such Materials or Services are available for sale or distribution in Your location.
Limitation of liability
If, notwithstanding the other terms of this agreement, TeleEMG should have any liability to you or any third party for any loss, harm or damage, you and TeleEMG agree that such liability shall under no circumstances exceed the lesser of $1,000 or the fees you paid TeleEMG during the year immediately preceding the date the act or omission occurred that gave rise to your claim. You and TeleEMG agree that the foregoing limitation of liability is an agreed allocation of risk between you and TeleEMG and reflects the fees, if any, TeleEMG charges you to use the site, the materials and the services. You acknowledge that absent your agreement to this limitation of liability, TeleEMG would not provide the site, the materials or the services to you.
You agree to defend, indemnify and hold TeleEMG, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including TeleEMG’s reasonable attorneys’ fees, expert fees’ and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) Your breach of this Agreement, (2) Your unauthorized or unlawful use of the Site, the Materials or the Services and (3) the unauthorized or unlawful use of the Site by any other person using Your IDs.
Unless otherwise agreed in writing prior to Your submission, any material, information or other communication You transmit or post to this Site (“Communications”) will be considered non-confidential and non-proprietary. TeleEMG will have no obligations with respect to the Communications. TeleEMG and its designees will be free to copy, disclose, distribute, perform, incorporate and otherwise use the Communications and all data, images, sounds, text, and other things embodied therein for any and all commercial or non-commercial purposes to the extent permitted by applicable law. You are prohibited from posting or transmitting to or from this Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law.
Any attempt to obtain unauthorized access or to exceed authorized access to the Site shall be considered a trespass and computer fraud and abuse, punishable under state and federal laws. TeleEMG hereby notifies You that any and all communications with this Site can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by TeleEMG in its sole discretion and without further notice.
Cooperation with government authorities
If necessary and in accordance with applicable law, TeleEMG will cooperate with local, state, federal, international and/or worldwide government authorities to protect this Site, visitors, customers, members, TeleEMG, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, to prevent unauthorized use of this Site.
Links to other materials
The linked sites are not necessarily under the control of TeleEMG and TeleEMG is not responsible for the content of any linked site or any link contained in a non-affiliated linked site. TeleEMG reserves the right to terminate any link or linking program at any time. TeleEMG has selected the links for Your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If You decide to access any of the third party sites linked to this Site, You do so entirely at Your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and TeleEMG shall not be responsible for notification of any change in name or location of any information on the Site. TeleEMG reserves the right to request any web site administrator to disable or remove any link that violates any rights of TeleEMG or causes interruption or deterioration of Materials or Services provided by TeleEMG. Failure to abide by this request shall be dealt with as any other unauthorized use or access to TeleEMG resources.
This Site is controlled by TeleEMG from its offices within the State of California. TeleEMG makes no representation that Materials or Services in this Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Materials or Services in violation of United States export laws or regulations. Any claim relating to the Materials or Services shall be governed by the internal substantive laws of the State of California.
Any dispute between TeleEMG and You arising out of this Agreement shall be resolved first by direct communication with one or more of TeleEMG’s management team members. Should TeleEMG and You be unable to resolve the dispute by direct communication, either TeleEMG or You may submit any dispute arising out of or relating to this Agreement, or the breach thereof, to final and binding arbitration administered in accordance with the American Arbitration Association’s (“AAA”) commercial arbitration rules prevailing at the time of the arbitration and administered at the AAA location nearest to the place of TeleEMG’s headquarters and pursuant to California law. You and TeleEMG agree to the appointment of a single arbitrator to hear any dispute arising out of or related in any manner to this Agreement. For avoidance of doubt, all questions of arbitrability shall be determined by the arbitrator, and not by the courts. The fees and costs of this arbitration shall, subject to the following provisions, be divided equally. The prevailing party shall be entitled to recover the fees and costs of the arbitration and its reasonable attorneys’ fees and costs incurred in connection with such arbitration (including without limitation, in the enforcement of an award and in any related court proceeding). You and TeleEMG further agree that any award rendered as a result of said binding arbitration may be enforced pursuant to Sections 1285, et seq., California Code of Civil Procedure, by petition brought in any court of the State of California, including, but not limited to, the courts of the County of Los Angeles. The aforementioned award may also be enforced in any court of competent jurisdiction. Both parties hereby consent to the exercise of personal and subject matter jurisdiction over them and this Agreement by the courts of the State of California, including those located within the County of Los Angeles.
Your right to access and use the Site, Materials and/or Services immediately terminates without further notice upon Your breach of this Agreement. TeleEMG may terminate this Agreement and/or Your right to use the Site at any time, with or without cause. Upon the expiration or other termination of this Agreement for any reason whatsoever, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement. TeleEMG reserves the right to discontinue or make changes to the Site, Material and/or Services at any time.
TeleEMG may assign this Agreement, in whole or in part, in its sole discretion. You may not assign Your rights under this Agreement without TeleEMG’s prior written permission. Any attempt by You to assign Your rights under this Agreement without TeleEMG’s permission shall be void.
Waiver of breach
Any failure to enforce any term or provision of this Agreement shall not be deemed a waiver of that or any other breach of that or any other term or provision of this Agreement. In addition, any failure to enforce any term or provision of this Agreement shall not constitute a waiver of a future breach of that or any other term or provision of this Agreement.
TeleEMG shall not be liable for any failure or unavailability of the Site, the Materials and/or the Services or failure by TeleEMG to perform a transaction as a result of strikes, lockouts, calamities, acts of God, unavailability of suppliers, the loss or destruction of data, the deterioration or corruption of storage media, power failures, natural phenomena, riots, acts of vandalism, acts or omissions of civil or military authority, war, terrorism or any other event beyond TeleEMG’s control.
TeleEMG may deliver notice to You under this Agreement by means of electronic mail, a general notice on https://www.TeleEMG.com, or by written communication delivered by first class U. S. mail to Your address on record in TeleEMG’s account information. You may give notice to TeleEMG at any time via electronic mail to mailto:info@TeleEMG.com or by letter delivered by first class postage prepaid U.S. mail or overnight courier to the following address:TeleEMG, LLC
7304 Beverly Blvd., #357
Los Angeles, CA 90036-2535
If You object to any material found on this Site, please bring Your concerns to the attention of Joe F. Jabre, MD mailto:info@TeleEMG.com. The web site administrator reserves the right to remove any material alleged to be infringing any third-party rights pending further investigation.
The headings of articles and sections contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
If any provision of this Agreement shall be held, be deemed or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.
TeleEMG and/or its subsidiaries or divisions may revise this Agreement at any time by updating this posting. You agree to be bound by this Agreement and any modifications to this Agreement occurring prior to Your continued use of the Materials or Services or access to the Site. You should visit this Agreement from time to time to review the then current terms of this Agreement because they shall be equally binding on You. Certain provisions of this Agreement may be superseded by expressly designated legal notices or terms located on particular pages at this Site.