Terms & Conditions

Introduction

Docent Inc. and its affiliates and contractors (collectively, with their subsidiaries, affiliates, wholly owned brands, successors and assigns, “Docent,”  “we ”, “us”, or “our”) own and operate the Website located at www.docentrx.com (the “Website,” and collectively with any affiliated mobile application (“App”), the “Sites”). The Sites and the services and content available from Docent, , and Docent’s contracted medical corporations such as Docent Medical Corp. and their employed or contracted providers (collectively “Providers“) on and through the Sites are referred to herein as the “Services“. The Services may include (i) providing individuals with information on health care and wellness; (ii) providing individuals with access to pharmacy services; (iii) development and gathering of health care records and health care information with retention of the same for use in health care provider appointments, communications, and pharmacy services; (iv) administrative support in connection with scheduling, payment for health care provider services, and payment for pharmacy services; and (v) telecommunications support for using the Services as a means of direct access for communication, consultations, assessments, and treatment by Providers.  For purposes of clarity and avoidance of doubt, (i) these Terms of Use do not create a doctor – patient relationship between you and any Provider and any such relationship will be established by separate documentation directly with such entities, including but not limited to a Consent to Teledermatology and (ii) Providers are licensed professionals or independent medical corporations owned and operated by licensed professionals.

These Terms of Use describe your rights and responsibilities about the Sites that you may use to receive Services. Your access to and use of the Sites is subject to these Terms of Use, our Privacy Policy (docentrx.com/privacy-policy), as well as all applicable laws and regulations. In these Terms of Use, the terms “you” and “yours” refer to the person using the Services. Even though you may have arrived to the Sites through a website or mobile application operated or controlled by a third party, including by an affiliate of Docent, you understand and agree that these Terms of Use are entered into between you and Docent. If you do not accept and agree to be bound by these Terms of Use, you are not authorized to access or otherwise use the Sites or Services. The Sites and Services are continually under development, and Docent reserves the right to review or remove any part of these Terms of Use in its sole discretion at any time and without prior notice to you.

You should check the Terms of Use from time to time when you use the Sites or Services to determine if any changes have been made. Any changes to these Terms of Use are effective upon posting to the Sites. Unless otherwise indicated, any new or additional Services are also subject to these Terms of Use upon posting to the Sites. If you disagree with these Terms of Use, your sole and exclusive remedy is to discontinue your use of the Sites and/or Services. Your continued use after a change has been posted constitutes your acceptance of the changes.

Availability

The Services provided vary by condition and by state of residence of the individual, with special emphasis on providing patients with information to enable them to make a selection of appropriate health care services and providers, and the tools to plan for services, engage remotely, and coordinate such care, if necessary.  The activities of Providers using our Services may be subject to state regulations and may change from time to time due to changes in such regulatory requirements.

Eligibility

In order to qualify to use the Services, the following must be true:

• You are age 18 or over.
• You are located in a State Where We Operate (depending on the type of Services).
• You agree to be legally bound by and comply with these Terms of Use.

You understand and agree that satisfying the above requirements does not guarantee that you will receive Services through Docent . In addition to the above requirements, Docent , and certain contracted professional, entities reserve the right to change or include new requirements as deemed appropriate in their sole discretion without providing prior notice to you.

Requirements for use

You must have compatible computing and/or mobile devices, access to the Internet, and certain necessary software in order to use the Sites. Fees and charges may apply to your use of the mobile services and to the Internet.

Privacy policy

Docent  understands the importance of confidentiality and privacy regarding your health information. Please see our Privacy Policy available on the Sites docentrx.com/privacy-policy for a description of how we may collect and use your personal information.  The Privacy Policy is hereby incorporated into these Terms of Use by reference and constitute a part of these Terms of Use.

Consent and acknowledgements

Your relationship with docent

• You understand that the teledermatology services and any customized prescription products made available through the Services are provided by U.S. licensed medical providers such as Docent Medical Corp. Docent, Inc., is not itself a healthcare provider.
• You understand that the Services, and the products provided by Docent , including but not limited to, goods, services and customized and non-customized prescription and non-prescription products made available through trials or the Subscription Program, as defined below (collectively, the “Products”) facilitate dermatology consultations limited to the diagnosis and treatment of acne, dyspigmentation, skin aging, onychomycosis (nail fungus) and related conditions, and not for any other medical or dermatological conditions, including skin cancer.
• You understand that the Services are not a substitute for the in-person treatment or advice of your local dermatologist, primary care physician or any other qualified healthcare professional.
• The decision to focus on diagnosis, treatment recommendations, or both rests with you and your Provider.  You understand that by coordinating and in certain cases consulting with a Provider through the Services, you are not entering into a doctor-patient relationship with Docent .
• You understand that you should never delay seeking advice from your dermatologist, primary care physician or any other health professionals due to any diagnosis, advice or other information provided (or the omission of any such information) by Docent , the Services, or Products, or a healthcare provider through Docent , the Services, or Products.
• You understand that Docent  undertakes no obligation to review the inactive ingredients and/or the base ingredients in any product that is recommended or sold to you through the Services, including, without limitation, to ascertain that you are not allergic to such inactive or base ingredients. You further understand that it is solely your responsibility to review those ingredients, as listed on or through the Services. If you have any questions or are experiencing any issues with Communications to you, please contact [email protected] .

Consent to Communications

By entering into this Agreement you agree to receive communications from Docent  and Providers, including via email, text message, SMS message, voice call, and push notifications (“Communications”).

Voice calls and texts will be to the phone number you have supplied with your account information. You agree that texts may be made using automatic dialing systems or other automated technologies. Communications from or on behalf of Docent  may include but are not limited to: operational communications concerning your user account or use of the Docent’s products and platform; informational communications concerning shipping, your payment method on file, messages from your provider, and reminders to complete your account set-up; marketing content such as updates concerning new and existing products; and communications concerning promotions run by us or our third-party partners. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. Your agreement to receive Communications is not a condition of any purchase.

You understand that you will periodically receive correspondence from Docent  at the email address you register with your account. Text message frequency varies. While correspondence sent from Docent  to you will never contain payment information, they will sometimes include information relating to the details of your treatment (as applicable).

Accordingly, it is critical that you safeguard your designated email address and restrict access thereto. The registration of an email address with your account indicates your consent for Docent  to transmit your Personal Information, including your Health Information, to such address. For more information on Personal Information and Health Information, review our privacy policy:  www.docentrx.com/privacy-policy . It is your responsibility to monitor these communications. You acknowledge and agree that you will not hold us or any affiliate liable for any loss, injury, or claim of any kind resulting from your failure to read these communications or for your failure to comply with any treatment recommendations contained in these communications.

If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of all texts (including operational, promotional, and transactional texts), you can text the word “stop” from the mobile device receiving the messages. However, you acknowledge that opting out of receiving all texts may impact your use of the services.

Teledermatology services

Telemedicine involves the delivery of health care services using electronic communications, information technology, or other means between a health care provider and a patient who are not in the same physical location. Telemedicine may be used for diagnosis, treatment, follow-up and/or related patient education, and may include, but is not limited to:

• Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
• Interactions between a patient and health care provider via audio, video, and/or data communications; and
• Use of output data from medical devices, sound, and video files.

The electronic systems used in the Services will incorporate network and software security protocols to protect the privacy and security of health information and imaging data, and will include measures to safeguard the data to ensure its integrity against intentional or unintentional corruption.

Furthermore, you agree and accept that: (i) the diagnosis you may receive from Providers is limited and, in some cases, provisional; (ii) the opinion is not intended, in any and all cases, to replace a full medical evaluation or an in-person visit with a health care practitioner; (iii) a Provider acting through the Services may not have important information that is usually obtained through a “hands-on” physical examination; and (iv) the absence of a physical examination may affect the Provider’s ability to diagnose your condition, disease or injury.

As with any medical procedure, there are potential risks associated with the use of virtual encounters for advice and treatment. These risks may include, without limitation, the following:

• Electronic transmission of medical records, photo images, personal health information, or other data between a patient and health care provider;
• Interactions between a patient and health care provider via audio, video, and/or data communications; and
• Use of output data from medical devices, sound, and video files.

You also agree that the opinion expressed by a Provider using the Services is not that of Docent, and will not be used in any legal dispute against Docent, including but not limited to litigation, arbitration, claim for disability benefits, claim for worker’s compensation and/or malpractice claims.

As part of the Services, Docent facilitates your entry into a Consent to Teledermatology with Providers, available on docentrx.com/consent-to-teledermatology for a description of the risks and benefits of telemedicine. The Consent to Teledermatology is hereby incorporated into these Terms of Use by reference and constitutes a part of these Terms of Use.

If you consult with a Provider through the Services, you have a duty to provide appropriate audio and video access (consistent with any technical and quality requirements described on the Site) to enable an appropriate evaluation and connection by your Provider.  You also have a duty to provide truthful and accurate responses on any patient forms or information requests your Provider may provide through the Services.

Independence of providers

The Providers utilizing or featured on the Services are subscribers to and licensees of the Services and not employees or independent contractor service providers of Docent.  Any opinions, advice, or information expressed by a health care facility, professional or specialist using or featured on the Services are of the facility or professional alone.  They do not reflect the opinions of Docent.  Docent  does not recommend or endorse any specific tests, providers, products, procedures, medications, devices, opinions, or other information that may be mentioned on the Services or by a licensee of Docent.

The inclusion of Providers on the any website or Services or in any professional directory located on the Services does not imply recommendation or endorsement of such Provider nor is such information intended as a tool for verifying the credentials, qualifications, or abilities of any Provider contained therein.

Such information is provided on an “as-is” basis and docent disclaims all warranties, either express or implied, including but not limited to the implied warranties of merchantability and fitness for particular purpose.  Docent shall in no event be liable to you or to anyone for any decision made or action taken by any party in reliance on information about providers on the services.   Your reliance on any information provided via the services is solely at your own risk.   The use of the services by any entity or individual to verify the credentials of providers is prohibited.

Provider availability

Providers are not employees, partners, independent contractors, joint venturers, agents, representatives, or affiliates of Docent and Docent has no control of the Services of any Provider or a Provider’s availability for appointments.  Providers have sole control over their availability and the patients they choose to see.  Providers may have limited availability and each Provider’s schedule will vary depending on a variety of circumstances, including the number of Providers in a particular specialty, the number of scheduled appointments, the demand for a particular Provider’s services, the day and time of the week, holidays, emergencies and other circumstances.

Docent does not represent, warrant or guarantee that any given provider will be available at any particular time or that you will be able to see any particular provider at the time most convenient for you.  Docent shall in no event be liable to your or anyone else for your inability to make an appointment, cancelled or unfulfilled appointments, or any damage or injury resulting from the inability to see a provider through the use of the services.

In an effort to maximize the availability of Providers to the Docent community and improve the quality of services for all users, Docent has a policy against excessive use of the Services.  Docent may, in its sole discretion, suspend or terminate the Services if Docent believes that the number of Provider appointments or communications you make in a given time period are in excess of the number of appointments or communications that Docent deems reasonable under the circumstances.

Limited license and site access; all rights reserved

The Services contain text, pictures, graphics, logos, button items, images, works of authorship, and other content (collectively, “Content”).  We grant you a limited license to access and make personal use of the Content and Services, but not to download (other than for page caching) or modify them, or any portion of them, except with our express written consent.  This license does not include: any resale or commercial use of the Services or the Content; any derivative use of the Services or the Content; or any use of data mining, robots, or similar data gathering and extraction tools.

Neither this Content nor any portion of the Services may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.  You may not frame or utilize framing techniques to enclose any trademark, logo, or proprietary information (including images, text, page layout, or form) of Docent without our express written consent.  You may not use any meta-tags or any other “hidden text” containing our trademarks or service marks without our express written consent.

We (or the respective third-party owners of Content) retain all right, title, and interest in the Services and any Content and features offered on the Services, including any and all intellectual property rights.  We (or the respective third-party owners of Content) reserve all rights not expressly granted herein.  Any unauthorized use terminates the foregoing licenses and permissions.

Intellectual property rights

Except as otherwise expressly stated, all Content appearing on the Services is the copyrighted work of Docent or its third-party content providers and is protected by U.S.  and international copyright laws.  The compilation (meaning the selection, coordination, and arrangement) of the Services is also the exclusive property of Docent and is protected by U.S. and international copyright laws.

Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Services, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Docent or any applicable third-party suppliers.  The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Docent Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes.  Docent does not warrant or represent that your use of Content or any other materials displayed on the Services will not infringe rights of third parties.  Your use of any of the Content beyond the scope of personal use may require a license from the owner of the rights to the data with respect to the use of portrait right, trademark, copyright, design right, right of utilization or any other rights of the persons, products or landscape portrayed in the provided Content.  Docent is not responsible for any claims of ownership rights to any images or data against you.  You will indemnify, defend and hold harmless Docent from and against any losses or claims, by an owner of data or image rights or any third party resulting from any violation of these Terms of Use.

Certain trademarks on the Services are the Services marks and trademarks of Docent  or its licensees.  The domain name for the Services, the Docent logo and elements of the design of the Services are service marks, trademarks, logos, and/or trade dress of Docent.  All other trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Services are the property of their respective owners.  In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from the Services without the prior written authorization of Docent.

Permission for all other uses of Content, service marks, trademarks, logos, trade dress or other intellectual property contained herein, including reproducing and distributing multiple copies or using Content, service marks, trademarks, logos, trade dress or other intellectual property on any other website or networked computer or linking to any page at the Services, must be obtained from Docent or the appropriate rights owner in advance; otherwise, such use is prohibited.  Requests for such authorization from Docent should be submitted via an email to [email protected] .  All design rights, databases and compilation and other intellectual property rights associated with the Services, in each case whether registered or unregistered, and related goodwill, are proprietary to Docent.

Site content

Except for specific communications received from Providers through the Services, none of the Services should be considered medical advice.

Registration and user accounts

Although certain parts of the Sites are accessible by any individual, you are obligated to register with Docent in order to access the Services. The Services are available only to users who have registered with Docent and to other persons affiliated with Docent who have been granted accounts with usernames and passwords (“Secure Users”). If you are a Secure User, you agree to provide information that is accurate, complete and correct, and to accurately maintain and update any information about yourself that you have provided to Docent. If you do not maintain such information, or Docent has reasonable grounds to suspect as much, Docent has the right to suspend or terminate your account and your use of the Services. You also agree to immediately notify Docent of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Services by emailing Docent at [email protected] . Docent may take any and all actions it deems necessary or reasonable to maintain the security of the Sites, Services and your Secure User account.

You agree to keep confidential your username and password and to exit from your Secure User account at the end of each session. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your password. You are responsible for changing your password promptly if you think it has been compromised. You may not transfer or share your password with anyone, or create more than one account. You may not use anyone else’s account at any time. Docent explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.

You acknowledge and agree that: (1) all or any part of the Sites may not be accessible at any time, for any period, or for any reason; and (2) Docent will not be liable if for any reason all or any part of the Sites are unavailable at any time or for any period.

Access rights and prohibited use

Ownership of services

With the exception of any identifiable personal data or information you submit maintained in accordance with our Privacy Policy (which may be governed by state-specific privacy laws and regulations), any information you transmit to Docent via the Services, whether by direct entry, submission, email or otherwise, including data, deidentified personal data, questions, comments, forum communications, or suggestions, will be treated as non-confidential and non-proprietary and will become the property of Docent.

Such information may be used for any purpose permitted by applicable law, including, without limitation, reproduction, solicitations, disclosure, transmission, publication, broadcast, and posting.  Docent shall be free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Docent via the Services or by any other means for any purpose whatsoever, including, without limitation, developing and marketing products using such information.
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The Services do now, and may in the future, offer a forum in which you and other users may participate in information sharing and Q&A posts.  You must exercise caution, good sense, and sound judgment in submitting messages to be posted to a forum.  You are responsible for any material you submit in a post.  You agree, represent, and warrant that any information you post is: truthful, accurate, not misleading, and offered in good faith; not invasive of another’s privacy, abusive, threatening or obscene; not infringing upon the copyright, trademark, or other intellectual property rights of others.  You further agree, represent, and warrant that you have the right to post or transmit such information.  By submitting a message to be posted to a forum, except as expressly provided in Docent’s privacy policy, you automatically grant Docent a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the message, or any part of it (and derivative works thereof), alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees.  You further agree that Docent has the right to use, without any payment or accounting to you or others, any concepts, know-how or ideas that you post to a forum.  The content of such information, whether publicly posted or privately transmitted, is your sole responsibility.  You must not post any material to a forum that you consider to be confidential or proprietary.  Any material that you post will be considered non-confidential and non-proprietary.  This policy serves to avoid potential misunderstandings or disputes regarding ownership of ideas.

Under applicable copyright law, the author of any post is the owner of the copyright in the post.  Aside from the license that all registered users have granted to Docent upon submitting a message as stated above, no one visiting the forum is licensed to copy, reproduce, republish, modify, transmit, or distribute in any way any of the messages, or any portion of the messages, posted to the forum without the prior written permission of the copyright owner.
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Docent does not endorse, support, represent, or guarantee the truthfulness, accuracy, or reliability of any messages posted to a forum, or endorse any opinions expressed in such posts.  You acknowledge that any reliance on material in posted messages will be at your own risk.  Most of the content posted to the forums is provided by third parties like you.  Docent is not responsible for this third-party content.

Prohibited use

Any use or attempted use of the Services (i) for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, (iii) that could interfere with any other party’s use and enjoyment of the Services, (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means, (v) to access systems, data, or information not intended by Docent to be made accessible to a user, (vi) to obtain any materials, or information through any means not intentionally made available by Docent (vii) to reverse engineer, disassemble or decompile any section or technology on the Services, or (viii) any use other than the business purpose for which it was intended, is prohibited.

In addition, in connection with your use of the Services, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity; (b) create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Docent representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Services by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Services or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Services, or copy any content or information on the Services; or (p) assist or permit any person in engaging in any of these activities.

Docent reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a user’s access and/or account.  Docent may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Except as may be expressly limited by the Privacy Policy, Docent reserves the right at all times to disclose any information as Docent deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Docent’s sole discretion.

Right to monitor

Docent neither actively monitors general use of the Services under normal circumstances, nor exercises editorial control over the content of any third party’s website, email transmission, news group, or other material created or accessible over or through the Services.  However, Docent does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Docent’s sole discretion, may be illegal, may subject Docent to liability, may violate these Terms of Use, or are, in the sole discretion of Docent, inconsistent with Docent’s purpose for the Services.

No docent editorial control of third-party content; no statement as to accuracy

To the extent that any of the Content included in the Services is provided by third-party content providers, Providers, or other Service users, Docent has no editorial control or responsibility over such Content.  Therefore, any opinions, statements, products, services or other information expressed or made available by professionals, third-party suppliers or users on the Services are those of such professional, third-party suppliers or users, respectively.  Docent does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the Content displayed on the Services or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Docent.

Trademarks

Certain names, logos, and other materials displayed in and through the Sites may constitute trademarks, trade names, service marks or logos (“Marks”) of Docent or its affiliates. Except as otherwise expressly stated herein, you are not authorized to use any such Marks without the express written permission of Docent. Ownership of all such Marks and the goodwill associated therewith remains with us or our affiliates.

Links to third-party hyperlinks and websites

The Sites may contain hyperlinks or references to other Website (“Linked Sites”) operated by third parties. The Linked Sites may not be under our control; therefore, we are not responsible for the information, products or services described thereon, or for the content of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. We are providing these Linked Sites to you only as a convenience, and the inclusion of any link does not necessarily imply endorsement of the Linked Site or any association with its operators. Your use of these Linked Sites is at your own risk, and we are not liable to you in any way, either directly or indirectly, for any content, errors, damage or loss caused by or in connection with use of or reliance on information contained in or provided to Linked Sites.
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You may have arrived to the Sites through a Linked Site, including a Linked Site controlled by a parent, subsidiary or affiliate of Docent. You understand and agree that we are not responsible for the information, products or services described on those Linked Sites and only these Terms of Use will apply to your use of or access to the Sites.

Third-party interactions

Your interactions with entities or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such entities or individuals.  You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any third party.  You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Services and disclosing personal information.
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You agree that Docent shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.  If there is a dispute between participants on the Services, or between users and any third party, you understand and agree that Docent is under no obligation to become involved.  In the event that you have a dispute with one or more other users, you hereby release Docent, its officers, employees, agents and successors in interest from claims, demand and damages (actual or consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes or the Services or the features and services therein.  If you are a California resident, you waive California Civil Code Section 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

Termination

Docent may terminate your use of the Services or any of our features or services at any time and for any reason without notice for conduct violating these Terms of Use.  Docent will terminate a user’s access to the Services and its features and services if, under appropriate circumstances, the user is determined to be a repeat infringer of third-party rights or in breach of these Terms of Use.  Upon any such termination, you must destroy all Content obtained from the Services and all copies thereof.  The provisions of these Terms of Use concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimer, limitation of liability, indemnity and jurisdictional issues shall survive any such termination.  You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold Docent harmless from any and all liability that Docent may incur therefore.

Modifications to the sites

Docent reserves the right at any time and for any reason to modify, or temporarily or permanently discontinue, the Sites or Services or any portion thereof, with or without notice. You agree that Docent shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Sites or Services.

Transactions

We may make available the ability to (i) communicate with a healthcare provider and (ii) purchase or otherwise obtain certain Products through the Website, including trials of goods or services (both (i) and (ii) referred to as a “Transaction”). If you wish to make a Transaction, you may be asked to supply certain relevant information, such as your credit card number and its expiration date, your billing address and your shipping information. As part of the Services, Docent facilitates your payment of certain fees to Providers from time to time through the Services, however, the only accepted form of payment on the Services is by certain major credit cards.  When you pay by credit card, you hereby authorize Docent to bill and charge the credit card indicated in your order for any fees and any other amounts provided for in your order as the same become due and payable.  In the event that your credit card expires or Docent is otherwise unable to debit the applicable amounts from your credit card, Docent shall provide notice to you, whereupon you shall immediately furnish Docent with a valid credit card for payment.  Your request for services through the Services will not be fulfilled until full payment has been received and/or verified.
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You represent and warrant that you have the right to use any credit card or other payment information that you submit in connection with a Transaction. By submitting such information, you hereby authorize Docent to charge you and grant to us the right to provide such information to third parties for purposes of facilitating Transactions, Docent’s third-party payment processing service. Verification of information may be required prior to the acknowledgment or completion of any Transaction. If your payment method fails or fees associated with your Account are past due, we may collect fees owed using other collection mechanisms, include charging other payment methods on file and/or retaining collection agencies and legal counsel.
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By making a Transaction, you represent that the applicable Products will be used only in a lawful manner. We reserve the right to change the types of Transactions for which we charge, and we reserve the right to charge for consultations with your healthcare provider. Trials and subscriptions of Products or Services are subject to the terms and conditions applicable to such trials and subscriptions available on the Website.
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Docent reserves the right, including without prior notice, to limit the available quantity of or discontinue making available any Product; to impose conditions on the honoring of any coupon, discount, trial or similar promotion; to bar any user from making any Transaction; and to refuse to provide any user with any Product.  Refunds and exchanges will be subject to Docent’s applicable refund and exchange policies. You agree to pay all charges incurred by you or on your behalf through the Website, at the prices in effect when such charges are incurred, including all shipping and handling charges. In addition, you are responsible for any taxes applicable to your Transactions. While it is our practice to confirm orders by e-mail, the receipt of an e-mail order confirmation does not constitute our acceptance of an order or our confirmation of an offer to sell a Product or service.
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Products will be shipped to an address designated by you, if applicable, so long as such address is complete and complies with the shipping restrictions contained on the Website. All Transactions are made pursuant to a shipment contract, and, as a result, risk of loss and title for Products pass to you upon delivery of the Products to the carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.

Subscription program terms

By signing up for Docent and creating an account, you agree to our subscription program terms (“Subscription Program” or “Program”) and your membership in the Program will remain in effect until it is cancelled. We may, in our sole discretion, terminate your membership in the Program at any time without notice to you. Limit one account per person.
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From time to time, we may offer special pricing terms for a trial period of the Subscription Program, which could include no payment or a reduced rate for the trial period. If you are enrolled under special pricing terms, you may be required to provide a credit card for payment.

Once the special pricing period ends, you agree that we may automatically begin charging you for each shipment of products. If you do not want this charge, you must cancel before the end of the special pricing period by logging into you’re account at docentrx.Com and cancelling under your account tab after logging in. If you do not cancel before the end of any applicable special pricing period, or if you sign up for the subscription program without a special pricing period, you will be treated as a member of our subscription program, upon which the valid credit card number you provided at the time of your initial purchase and enrollment will be automatically charged on a going-forward basis at the time of each shipment of product. By enrolling in the subscription program, you acknowledge that your membership has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your membership by you or docent. If you wish to cancel your participation in our subscription program, you may do so by cancelling your membership at docentrx.com under your account tab after logging in. You must cancel before your next shipment in order to avoid being charged for the next recurring shipment.

Price

Prices for services are set out at docentrx.com. Docent reserves the right to determine the pricing of its products. Docent will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information. Docent  may change the fees for any feature or product, including additional fees or charges, if Docent provides advance notice of changes before they apply. Docent, at its sole discretion, may make promotional offers with different features and different pricing to any of Docent’s customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.

Payment

You agree to pay all fees due for services requested. You will see a prompt for your payment details, such as your credit card information and any promotional codes you may have. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due.
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Any health care services or pharmacy services not made available through the Services are not included in the payments collected by Docent and you may be separately charged by the applicable Providers for such services. In the event that your credit card expires or Docent, our affiliates, or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. Docent and/or the health care organization(s) and/or provider(s) have no obligation to provide any health care services or pharmacy services unless and until full payment has been received and/or verified.

No purchase for resale allowed

Docent sells its products direct to You (end consumers) through the subscription service. Purchase of products for resale (to other consumers, businesses, or third parties) is strictly prohibited. If Docent believes you are involved in purchase for resale, Docent reserves the right to take any action against you, including, without limitation, to restrict sales to you, cancel your orders, and/or suspend or close your account.

Promotions

Any sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through the Website may be governed by rules that are separate from this Agreement. If you participate in any Promotions, please review the applicable rules as well as our Privacy Notice. If the rules for a Promotion conflict with this Agreement, the Promotion rules will govern.

Termination

The Terms of Use will remain in full force and effect as long as you continue to access or use the Sites or Services. You may terminate the Terms of Use at any time by discontinuing use of the Sites. Your permission to use the Sites automatically terminates if you violate these Terms of Use.
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Docent may terminate or suspend any of the rights granted by these Terms of Use and your access to and use of the Sites or Services with or without prior notice, for any reason, and at any time. The following provisions survive the expiration or termination of these Terms of Use for any reason whatsoever: Disclaimer of Warranties; Limitation of Liability; Indemnification; Governing Law, Dispute Resolution, Arbitration, Venue.

Special notice to medicate and medicaid beneficiaries

Docent and Providers not participate in any private, federal or state health care programs, such as Medicare and Medicaid, you have to pay for the Services and Products. As we understand it, neither federal nor state health care programs currently pay for any of the medical services or products made available through the Services performed by Providers, at least not in the way such services or products are provided (i.e., using telemedicine and bundled treatment offerings). By agreeing to use the Services, you acknowledge and agree that: (1) you will pay directly for any medical services and products provided to you, and (2) neither Docent nor any Provider will bill any federal or state health care program for such medical services or products.

Pharmacy services

If you receive a prescription as a result of the Services, you may select your own compounding pharmacy to ship your prescription. You give us consent to send and disclose to this pharmacy all information provided by you, health care records, and other applicable health care information and personal information (such as your name, location and demographic information) so that you may receive pharmacy services.

Packaging

If you select an external pharmacy, you acknowledge that your medication, if approved, will not be shipped in child-resistant packaging and that you must keep it out of the reach of children.

Governing law; arbitration; and class action/jury trial waiver.

Governing Law. These Terms of Use shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Notwithstanding the foregoing, any arbitration conducted pursuant to these Terms of Use shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You and Docent agree that jurisdiction, proper venue, and the most convenient forums for all claims, actions, and proceedings of any kind relating to the Services or these Terms of Use that are not submitted to arbitration will be exclusively in the federal or state courts located in San Mateo County, California.  You agree that San Mateo County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration below is found to be unenforceable, as well as for any actions for injunctive or other equitable relief.
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Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Docent. For any dispute with Docent, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. In the unlikely event that Docent has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms of Use, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in San Mateo County, California, unless you and Docent agree otherwise. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Docent will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. This arbitration agreement does not preclude you or Docent from seeking action by federal, state, or local government agencies. You and Docent also have the right to bring qualifying claims in small claims court. In addition, you and Docent retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms of Use, nor a waiver of the right to have disputes submitted to arbitration as provided in this Agreement. Nothing in this Section shall be deemed as preventing Docent from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property or other proprietary rights.
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Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Services for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. You agree that, by entering into these Terms of Use, you and Docent are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
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Enforceability. If any provision of this Section is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Section shall continue in full force and effect. No waiver of any provision of this Section will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver shall not waive or affect any other portion of these Terms of Use. This Section will survive the termination of your relationship with Docent.

This section limits certain rights, including the right to maintain a court action, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in jams rules, and the right to certain remedies and forms of relief. Other rights that you or docent would have in court also may not be available in arbitration.

Choice of language

These Terms of Use and the documents relating hereto have been drawn up in the English language.  The English language text and usage thereof in the United States of America shall control the interpretation and construction of these Terms of Use and all other writings between the parties hereto, even if these Terms of Use are translated into any other language.  Any notice given under or in connection with these Terms of Use shall be given in the English language. Each party agrees and acknowledges that it fully understands all of the terms and consequences of these Terms of Use and that it has had the opportunity to consult with an attorney of its own choosing regarding these Terms of Use. In the event of any conflict between the English language text of these Terms of Use and the text of any translation of these Terms of Use, the English language text of these Terms of Use shall control.

Severability of provisions; No waiver; and Assignments

Subject to applicable law, Docent reserves the right to maintain, delete or destroy all communications and materials posted or uploaded to the Sites pursuant to its internal record retention and/or content destruction policies. After such termination, Docent will have no further obligation to provide the Services, except to the extent an affiliated professional entity is obligated to provide you access to your health records or is required to provide you with continuing care under applicable legal, ethical and professional obligations to you. You agree that if your use of the Services is terminated pursuant to these Terms of Use, you will not attempt to use the Services in any way, and further agree that if you violate this restriction after such termination, you will indemnify and hold Docent harmless from any and all liability that Docent may incur therefore.

Disclaimer of warranties

You expressly agree that use of the sites is at your sole risk. You acknowledge and agree that the sites and any services are provided through the sites on an “as is” and “as available” basis. Docent and providers and their and their affiliates’ respective officers, directors, managers, partners, members, employees, and agents (collectively “related persons”) make no representations or warranties and expressly disclaim any and all warranties of any kind, whether express or implied, with respect to the sites and services including, but not limited to, any representations or warranties with respect to merchantability, fitness for a particular use or purpose, noninfringement, title, availability, security, operability, condition, quiet enjoyment, value, accuracy of data, freedom from viruses or malware, completeness, timeliness, functionality, reliability, sequencing or speed of delivery or system integration. We make no warranties or representations that your use of the sites or services will not infringe the rights of third parties.

To the fullest extent of applicable law, neither docent nor its related persons will be liable for any loss or damage caused by your reliance on information obtained through the sites. It is your responsibility to evaluate the accuracy, completeness, timeliness, reliability or usefulness of the sites. Furthermore, docent does not guarantee that the sites will be uninterrupted, or free from error, defect, loss, delay in operation, corruption, cyber attack, viruses, interference, hacking, malware, or other security intrusion, and docent disclaims any liability relating thereto.

You understand and agree that any content, material and/or information obtained through the use of the sites or services are used at your sole risk and that you will be solely responsible for any damage to your computer or mobile phone or loss of data that results from the download of such content, material and/or information.

Limitation of liability

You understand that to the extent permitted under applicable law and except as set forth in this section, in no event will docent, its related persons or licensors be liable to you or to any party for any claims, liabilities, losses, costs or damages under any legal or equitable theory, whether in tort (including negligence and strict liability), contract, warranty, statute or otherwise, including, but not limited to, any indirect, incidental, special, consequential, punitive or exemplary damages, including but not limited to, damages for loss of revenues, profits, goodwill, use or data, service interruption, computer or mobile phone damage, or system failure, or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress, including death, arising out of or in connection with any access, use of (or inability to use) the sites or any services provided through the sites, or other intangible losses arising out of or related to your use of the sites. This is true even if docent or related persons have been advised of the possibility of such damages or losses.

Indemnification

You agree to indemnify, defend, and hold harmless docent, its affiliates (including without limitation all affiliated professional entities), subsidiaries, and their directors, officers, employees, contractors, licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys harmless from and against any and all third-party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, reasonable attorneys’ fees, litigation expenses, and accounting fees), relating to or arising from, or alleged to arise from, your use of materials or features available on the sites in an unauthorized manner, fraud, violation of law, or willful misconduct, or any breach by you of these terms of use.

No waiver

No waiver by Docent of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Docent to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

No agency relationship

Neither these Terms of Use, nor any Services, materials or features of the Services create any partnership, joint venture, employment, or other agency relationship between us and you. You may not enter into any contract on our behalf or bind us in any way.

Remedies

You agree that any violation, or threatened violation, by you of these Terms of Use constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.

Assignment

You may not assign any of your rights under these Terms of Use, and any such attempt will be null and void. Docent Medical Corp and their affiliates may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to these Terms of Use if some or all of the business of Docent is transferred to another entity by way of merger, sale of its assets or otherwise.