EMPATHIQ Terms and Conditions
Last Updated on April 2, 2019
Agreement between user and EMPATHIQ
Welcome to empathiq.io. The empathiq.io website (the “Site”) is comprised of various web pages operated by Expert Reputation, LLC dba EMPATHIQ (“EMPATHIQ”). empathiq.io is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of empathiq.io constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.
empathiq.io is a monitoring service for Healthcare Professionals. EMPATHIQ monitors your online ratings and reviews on over 70 major directory websites. These ratings are translated into a grade, between A and F and presented to you in the form of a Review Report Card. Individual text review that are detected recently are also emailed to you as New Review Alerts. Templates and sample language for disputing reviews, responding to reviews, and soliciting new reviews are also provided by our website.
Expert-Reptuation.com is not a directory and does not willfully publish your information or make it known to the general public.
LICENSE AND RESTRICTIONS
Company Product License. Subject to the terms and conditions of this Agreement, including Subscriber’s payment of all applicable Fees, Company hereby grants to Subscriber a limited, non-exclusive and non-transferable license, during the Term, for such number of Subscriber’s authorized users as set forth on the cover page of this Agreement or any change order made pursuant hereto, to use the Company Product for its internal business purposes. Subscriber shall have no right to sublicense any of these licenses to any third party.
Restrictions. Except as expressly provided, Subscriber may not: (a) use the Company Product, or any portion thereof for any purpose, or (b) resell, sublicense, reproduce, distribute, transfer or otherwise grant access to or transmit the Company Product to any third party for any purpose, or (c) modify, adapt, alter, translate, or create derivative works from the Company Product, or (d) allow any third party to resell, sublicense, distribute, transfer or otherwise grant access to or transmit the Company Product, or (e) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Company Product, including without limitation any such mechanism used to restrict or control the functionality of the Company Product or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Company Product; or (f) remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Company Product or documentation. Subscriber shall not at any time: (x) knowingly make any false or misleading representation with regard to or in connection with its use of Company Product, or (y) use Company Product to engage in illegal or deceptive trade practices or make any other use of Company Product that could expose Company to any civil or criminal liability in any jurisdiction. Subscriber’s use of the Company Product will comply with all applicable laws and regulations.
Reserved Rights. Except for the limited rights expressly granted in this Section 1, Company reserves all right, title and interest in and to the Company Product, and all technology, information, know-how, documentation or any other intellectual property included in the Company Product or used in the performance of such Company Products, together with all intellectual property rights therein and any confidential information of Company.
Confidential Information. The parties agree that during the course of performance under this Agreement, each party may disclose to the other party certain Confidential Information (defined below) of such disclosing party. “Confidential Information” means any information which is designated in writing to be confidential or proprietary, or if given orally is confirmed promptly in writing as having been disclosed as confidential or proprietary. Without limiting the generality of the foregoing, anything to the contrary herein notwithstanding, the Confidential Information of Company shall include the Company Product and all technical and business information and documentation relating thereto. For clarity, Confidential Information of company expressly includes all terms and conditions of this Agreement. Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (ii) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii) is independently developed by the receiving party without the use of any Confidential Information of the other party.
Non-Disclosure and Non-Use of Confidential Information. Each of the parties agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except as necessary in the performance of its obligations under this Agreement. Neither party will disclose the Confidential Information of the other to third parties or to the first party’s employees except employees who are required to have the information in order to carry out such parties obligations hereunder and who are bound by a non-disclosure agreement no less protective of the Confidential Information of the other party than this Agreement. Each party agrees that it will take use the same standard of care that it uses in protecting its own confidential information to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party and to prevent it from falling into the public domain or the possession of unauthorized persons, but in no case less than reasonable care. In the event of any expiration or termination of this Agreement, the receiving party shall return to the disclosing party all copies of such disclosing party’s Confidential Information in such receiving party’s possession or control.
Use of Subscriber’s Name. Subscriber acknowledges that Company may desire to use Subscriber’s name in press releases, product brochures, Company’s website and financial reports indicating that Subscriber is a customer of Company, and Subscriber agrees that Company may use its name and logo in such manner. Upon Company’s request, Subscriber shall provide Company with a quote from a Subscriber executive regarding the Company Product, which Company may reasonably include in printed and electronic promotional materials and publications.
Records Analysis. Subscriber agrees that Company may use the anonymized aggregated data submitted by Subscriber as input in connection with Subscriber’s use of the Company Product without restriction for any purpose including for the purposes of statistical analysis, development and/or marketing of a benchmarking database and for promotional purposes. All data compiled by Company pursuant to this Section 4.4 shall be deemed to be owned by Company for all purposes.
Visiting empathiq.io or emails to EMPATHIQ constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
EMPATHIQ does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use empathiq.io only with permission of a parent or guardian.
All orders have a minimum contract length of one year. The billing period begins on the date that an order is placed. The billing period will renew annually for an infinite duration unless the order is cancelled. The customer’s credit card will be charged, and payment will be made in full at the beginning of each order’s billing period. All purchases are non-refundable. You can cancel your order at any time by sending an email to email@example.com or calling (866) 407-6020. If we cannot collect payment for more than 45 days, we will suspend and/or terminate your service. Charges will show up on your credit card statement as EXPERT REPUTATION. Company reserves the right to increase the Fees upon thirty (30) days’ notice to Subscriber (i) for any Renewal Term (as defined below) or (ii) as applicable to any authorized users in addition to the maximum number of authorized users.
In case any Fees are not paid in full when due, in addition to any other remedy otherwise available to Company, Company may impose overdue charges on the past-due amounts at the rate of 1.5% per month (or, if less, the maximum amount permitted by law) until Subscriber is current on all payments. Subscriber shall reimburse Company for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past due amounts owed by Subscriber. Subscriber agrees that with respect to the amounts charged by Company to Subscriber’s credit card, as designated and authorized by Subscriber on the cover page of this Agreement, Subscriber shall not dispute any such charge with the bank or the credit card company, but shall instead, in the event of any payment dispute, notify Company of such dispute and cooperate with Company in resolving such dispute, whereupon, if any amounts are determined to be improperly charged, such amounts will be refunded by Company directly to Subscriber. Subscriber may only dispute the amounts payable hereunder in good faith, upon presentation of clear and convincing evidence. As used herein, “Fees” means the subscription fees payable by Subscriber to Company in accordance with the terms of this Agreement.
Links to third party sites/Third party services
empathiq.io may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of EMPATHIQ and EMPATHIQ is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. EMPATHIQ is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by EMPATHIQ of the site or any association with its operators.
Certain services made available via empathiq.io are delivered by third party sites and organizations. By using any product, service or functionality originating from the empathiq.io domain, you hereby acknowledge and consent that EMPATHIQ may share such information and data with any third party with whom EMPATHIQ has a contractual relationship to provide the requested product, service or functionality on behalf of empathiq.io users and customers.
The Service is controlled, operated and administered by EMPATHIQ from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the EMPATHIQ Content accessed through empathiq.io in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Subscriber Indemnity. Subscriber shall indemnify and hold Company, its affiliates, directors, officers, shareholders, and employees harmless from and against any damages, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees and court costs) arising from any claims, suits, demands or other proceeding by any third party (collectively, the “Claims”) arising out of Subscriber’s (i) improper use of the Company Product, (ii) violation of any laws or regulations applicable to the Company Product or the use thereof, (iii) providing any products or services to third parties, or (iv) any negligence or willful misconduct in connection with, or breach of this Agreement by Subscriber. Subscriber shall, at its own expense, defend Company against any Claim provided that Company shall promptly notify Subscriber of any Claim and reasonably cooperate with Subscriber to facilitate settlement or defense thereof. This paragraph shall survive the expiration or termination of this Agreement.
Company Indemnity. Company, at its expense, will defend or settle any action brought against Subscriber by a third party to the extent based on a claim that the Company Product, as supplied by Company and when used as provided for by this Agreement, infringes any copyright, trade secret, or United States patent. Company will pay any award against Subscriber, or settlement entered into on Subscriber’s behalf, based on such infringement only if Subscriber notified Company promptly in writing of the claim, provided reasonable assistance in connection with the defense and/or settlement thereof, and permitted Company to control the defense and/or settlement thereof. Company shall have no liability for indemnification where the Company Product alone would not have given rise to the infringement claim, including without limitation in instances where the alleged infringement is caused by any modification of the Company Product or combination of the Company Product with any equipment, programs or data not provided by Company. In the event of an infringement action against Subscriber with respect to the Company Product or documentation, or in the event Company believes such a claim is likely, Company shall be entitled, at its option but without obligation, to (i) appropriately modify the Company Product licensed or made available hereunder, or substitute other Company Products which, in Company’s good faith opinion, does not infringe any third party intellectual property rights; or (ii) obtain a license with respect to the applicable third party intellectual property rights. If neither (i) nor (ii) is commercially practicable, Company may terminate this Agreement and Subscriber’s licenses hereunder. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, THE FOREGOING STATES COMPANY’S ENTIRE LIABILITY AND SUBSCRIBER’S SOLE REMEDY FOR ACTUAL OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO COMPANY’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION HEREUNDER, IN NO EVENT WILL COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID BY SUBSCRIBER FOR THE COMPANY PRODUCTS GIVING RISE TO THE LIABILITY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE PARTIES AGREE THAT THE PRECEDING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK.
Termination of this Agreement shall not relieve the parties of any obligation accruing prior to such termination. Upon any termination of this Agreement, all licenses granted hereunder shall terminate. The provisions regarding data and intellectual property ownership, records and audits, disclaimer of warranties, confidentiality, indemnification, limitations of liability, termination, and any payment obligations shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement.
EMPATHIQ reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and EMPATHIQ as a result of this agreement or use of the Site. EMPATHIQ’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of EMPATHIQ’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by EMPATHIQ with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and EMPATHIQ with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and EMPATHIQ with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
WARRANTIES, AND DISCLAIMERS
Each party hereby represents and warrants to the other that (i) such party has the right, power and authority to enter into this Agreement and to fully perform all its obligations hereunder; and (ii) the making of this Agreement does not violate any agreement existing between such party and any third party.
COMPANY DOES NOT WARRANT THAT THE COMPANY PRODUCT WILL MEET ALL OF SUBSCRIBER’S REQUIREMENTS, THAT THE USE OR OPERATION OF THE COMPANY PRODUCTS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. COMPANY EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON SUBSCRIBER’S USE OF THE COMPANY PRODUCT. THE COMPANY PRODUCT IS PROVIDED ON AN “AS IS” BASIS. COMPANY MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE COMPANY PRODUCT. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
This agreement is made in accordance with and will be governed and construed under the laws of the state of California, without reference to such state’s conflicts of laws principles. All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in the State of California and the parties consent to the personal and exclusive jurisdiction of these courts. This Agreement is the entire agreement between Subscriber and Company with respect to the subject matter hereof. Subscriber may not assign this Agreement, by operation or law or otherwise, without Company’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Company’s failure to enforce Subscriber’s strict performance of any provision of this Agreement will not constitute a waiver of Company’s right to subsequently enforce that provision, or any other provisions of this Agreement. No waiver of any provision hereof will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Subscriber and Company are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency or employment relationship. Any notice required or permitted to be given under this Agreement shall be in writing and addressed to such other party at its address indicated on the cover page of this Agreement, or to such other address as the addressee shall have last furnished in writing to the addressor, and shall be effective (i) when received by electronic mail at the proper address followed by a reasonable indication of receipt by the recipient; or (ii) upon receipt when sent by reputable private international courier with established tracking capability, postage pre-paid.
Changes to Terms
EMPATHIQ reserves the right, in its sole discretion, to change the Terms under which empathiq.io is offered. The most current version of the Terms will supersede all previous versions. EMPATHIQ encourages you to periodically review the Terms to stay informed of our updates.
EMPATHIQ welcomes your questions or comments regarding the Terms:
Expert Reputation, LLC
9707 Waples Street
San Diego, California 92121
Email Address: firstname.lastname@example.org
Telephone number: 866-407-6020
Effective as of April 2, 2019