Legal

Effective Date: March 31, 2021

The following terms and conditions constitute an agreement between you and Medical Society of the State of New York. (“MSSNY”) the operator of https://MSSNY.org (the “Site”) and related websites, applications, services and mobile applications provided by MSSNY and on/in which these Terms of Use are posted or referenced (collectively, the “Services”). These terms of use (the “Terms of Use”) together with our Privacy Policy (incorporated herein by reference, and collectively, this “Agreement”) govern your use of the Services.  You must agree to and accept all of the terms of this Agreement, or you don’t have the right to use the Services.

BY USING OR OTHERWISE ACCESSING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY.  IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU CANNOT USE THE SERVICES.

Some of the content and functionality of the Site may be provided by a third party. You may be asked to also agree to the third party’s terms of use when you access the specific content or functionality. MSSNY is not responsible for third party terms of use. You understand that certain data is being collected and will be provided in an anonymous format. The third-party to whom the data is provided is responsible for all compliance with Federal Health Insurance Portability and Accountability Act of 1996, as amended, (“HIPAA”).

1. ABOUT THE SITE

You acknowledge that although some Content may be provided by healthcare professionals (collectively, “Healthcare Providers”), the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment. “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Services and/or Site.  MSSNY reserves the right to remove, screen, edit, or reinstate any Content at our sole discretion for any reason or no reason, and without notice to you. No party (including MSSNY) involved in the preparation or publication of such works guarantee that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.

WHILE MSSNY MAKES REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, MSSNY MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL MSSNY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT. FURTHERMORE, MSSNY DOES NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE SERVICES.

1. MSSNY DOES NOT PROVIDE MEDICAL ADVICE

The Content that you obtain or receive from MSSNY, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only.

THE CONTENT IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER, UNDER ANY CIRCUMSTANCE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND 911. YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.

1. USE

3.1 Content and General Use. MSSNY reserves the right to investigate and, at our discretion, take appropriate legal action against anyone who violates these Terms of Use.  All of the Content is owned by MSSNY or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain MSSNY’ proprietary information. MSSNY gives you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the Content, or exploit the Site or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither MSSNY nor its suppliers grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by MSSNY to you are retained by MSSNY.

3.2. Restrictions on Use

You may not:

• Interfere with, breach or abuse the security measures implemented to protect MSSNY, the information available through MSSNY, and/or the resources used to provide the Services;
• Disrupt or interfere with the operation of MSSNY;
• Transmit to or through the App or Site any virus, trojan horse, worm, or similarly harmful, disruptive or destructive computer program, code, script or object or use or seek to use the computers that are used for MSSNY as a botnet or otherwise divert the MSSNY resources to your own purposes;
• Monitor, mirror, copy, summarize reverse engineer, reverse assemble, decompile or create any derivative work from some or all the App, Site or any materials used to provide the Services (including the underlying software);
• Use MSSNY or the resources used to support or operate MSSNY in any illegal manner or for any illegal purpose, or any other manner or purpose that would expose MSSNY or our service providers to civil or criminal liability;
• Use the App or Site to transmit any form of unsolicited commercial e-mail or similar messages or otherwise use MSSNY for commercial purposes without the prior written approval from MSSNY;
• Use MSSNY in any manner that could reasonably be expected to damage, disable, overburden or impair access to or the functionality of the App or Site;
• Modify, adapt or hack the Site or modify another app or website so as to falsely claim or imply that it is associated with the Site, or any other service;
• Access to the Service without the express written permission of MSSNY;
• Verbally, physically, or otherwise abuse (including threats of abuse or retribution) any MSSNY employee, agent or officer;
• Violate any applicable federal, state or municipal laws or regulations;
• Plagiarize, violate or otherwise infringe upon the trademark, copyright, patent, trade secret, or any other rights of any person, firm or entity, expressly including libel, slander or invasion of rights of privacy, publicity; or
• Attempt, or permit, encourage or authorize any other person to do any of the foregoing.

To do any of the above constitutes a breach of this Agreement.

1. CHANGES TO THE SERVICES; NEW SERVICES; ADDITIONAL TERMS

We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Under no circumstances will MSSNY be liable for any suspension or discontinuation of any of the Services or portion thereof, and the use of new services will be governed by this Agreement.  Some Services may have additional terms (including, without limitation, policies, guidelines, and rules) that will further govern your use of that particular Service, and supplement this Agreement. If you choose to register for, access or use any such Services, you may be presented with such additional terms.  By using those Services, you agree to comply with any such additional terms, which are incorporated by reference into this Agreement.

1. LINKS TO OTHER WEBSITES

While using the Services, you may encounter links to other websites. These links are provided for your convenience only and MSSNY does not endorse these sites or the products and services they provide. You acknowledge and agree that MSSNY is not responsible or liable for the content or accuracy of these other websites. Although MSSNY attempts to link to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and MSSNY will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites.

1. DISCLAIMER

While MSSNY works hard to improve the healthcare community experience, you acknowledge that MSSNY has no control over, and no duty to take any action regarding: (a) which individuals gain access to the Site and/or the Services, (b) what Content you access, (c) what effects the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release MSSNY from all liability for you having acquired, you having not acquired, or your use of Content. MSSNY makes no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. MSSNY has no special relationship with or fiduciary duty to you. MSSNY PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE.” MSSNY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MSSNY HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. MSSNY DOES NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. MSSNY DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. MSSNY IS NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MSSNY MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. MSSNY DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS.

1. GENERAL LIMITATION OF LIABILITY

IN NO EVENT SHALL MSSNY BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE SITE AND/OR THE SERVICES. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR MEDICAL MALPRACTICE OR NEGLIGENCE OF HEALTHCARE PROVIDERS UTILIZED THROUGH USE OF THE SERVICES, EVEN IF MSSNY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

1. INDEMNIFICATION

Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent and other affiliates, from all liabilities, claims, demands and expenses, including attorney’s fees, that arise from or are related to (a) your use of the Site and/or Services, or (b) the violation of this Agreement (including without limitation the Terms of Use), or of any intellectual property or other right of any person or entity, by you. The foregoing indemnification obligation does not apply to liabilities, claims and expenses arising as a result of our own gross negligence or intentional misconduct.

1. MISCELLANEOUS

9.1 Limitation of Claims.  No action arising under or in connection with this Agreement, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.

9.2 Choice of Law and Arbitration.  MSSNY hopes that it can work out any disagreements you might have with MSSNY. But if there is a dispute that needs to be further resolved, that process will take place according to this section. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York as applied to contracts made and to be performed entirely within New York, without giving effect to the state’s conflicts of law statute. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND MSSNY (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTES, AND YOU AND MSSNY HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Neither you nor MSSNY will participate in a class action or class-wide arbitration for any claims covered by this Agreement to arbitrate. YOU ARE WAIVING THE ABILITY TO PARTICIPATE AS A CLASS REPRESENTATIVE OR MEMBER IN ANY CLASS OR COLLECTIVE CLAIM YOU MAY HAVE AGAINST MSSNY INCLUDING ANY RIGHT TO CLASS OR COLLECTIVE ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use or the Agreement.

9.3 Severability.  In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired. Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect and enforceable.

9.4 Entire Agreement.  This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, each of which are incorporated herein by reference, including the Privacy Policy, constitute the entire agreement between you and MSSNY and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of MSSNY to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

9.5 Headings.  The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.

9.6 Assignment.  MSSNY may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.