TERMS OF SERVICE
EFFECTIVE DATE: October 31st, 2019.
On behalf of Clinical Rotation, welcome!
PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY AS THEY SET FORTH MANDATORY CONDITIONS TO YOUR USE OF OUR PLATFORM AND INFORMATION ON YOUR LEGAL RIGHTS. CLOSELY NOTE OUR DISPUTE PROCESS, AGREEMENT FOR ARBITRATION RATHER THAN COURT, CLASS ACTION WAIVER, AND LIMITATIONS OF LIABILITY. IF YOU DO NOT UNDERSTAND ANY PART OF THESE TERMS OF SERVICE, PLEASE CONTACT US TO ENSURE UNDERSTANDING BEFORE USING OUR PLATFORM. IF YOU DISAGREE WITH ANY PART OF THESE TERMS OF SERVICE, PLEASE DO NOT ACCESS OR USE THE CLINICAL ROTATION PLATFORM.
1. GENERAL TERMS OF SERVICE
Please read these Terms of Service (“Terms”, “Terms of Service”) carefully before accessing or using the Clinical Rotation Platform (as defined below), as they constitute a legal binding Agreement (“Agreement”), between you and Clinical Rotation LLC, a Delaware Limited Liability Company. When these Terms mention “Clinical Rotation”, “we”, “us”, or “our”, it refers to the company Clinical Rotation LLC you are contracting with, including, without limitation, the Clinical Rotation website (clinicalrotation.com), any subdomains thereof, and any other websites through which Clinical Rotation makes its Services available (collectively, “Website”, “Site”), and all associated services (collectively, “Services”). Access to and use of our Platform is conditioned on acceptance of and compliance with these Terms. These Terms apply to all visitors, users, members, and others (collectively, “you”, “your”) who access or use the Platform. If you do not agree to be bound by these Terms, please do not access or use our Platform.
A) OVERVIEW OF SERVICES
Clinical Rotation provides a platform (“Platform”), defined collectively as our company’s Site, Services, and other associated Platform Content (as defined below) or applications, that connects registered users (“Members”), including, without limitation, healthcare and other students (“Students”), school representatives acting on behalf of such students (“School Representatives”), and their institutions (“Institutions”, “Schools”), with certain third party hosts (“Hosts”), who are Members that offer services (“Host Services”). Hosts may include healthcare professionals that provide clinical education (“Clinical Educators”) and the Host Services provided may include clinical education (“Clinical Education”) in the form of a clinical rotation (“Rotation”). Additionally, Hosts may include third parties that provide various recreational activities (“Recreation”), a type of Host Service, to our Members. When Members make or accept a reservation (“Reservation”) for Host Services, they are entering into a contract with one another only and Clinical Rotation has no contractual relationship between these Members, except as stated in the Payment section of these Terms.
B) CHANGES TO TERMS
Clinical Rotation reserves the right to modify, add to, or remove these Terms of Service at any time, and you agree (including by virtue of your continued use of our services) to be bound by any such changes. Unless explicitly stated otherwise, any new features or functionality that augment or enhance our Platform shall be subject to these Terms of Service. If at any time you disagree with our revised Terms, you may terminate this Agreement immediately. It is the sole responsibility of all visitors, users, and others who access or use the Platform to be knowledgeable of the current Terms of Service. Please check these Terms periodically for any modifications.
You must be at least 18 years old in order to use our Platform. By accessing or using Clinical Rotation’s Platform you are acknowledging that you are 18 years old or older and have the capacity and authority to enter into a legal binding contract.
Clinical Rotation, as the owner and provider of the Platform, is responsible for much of the content published on the Platform (“Platform Content”). The content we create and are responsible for (“Our Content“) includes details on how our Service works, what our policies state, and information contained within our blog. On the contrary, Clinical Rotation is not involved in creating, developing, or managing, and similarly not responsible nor held liable for any content related to Host Services, Rotations, or Recreation (collectively, “Host Content”) listed on the Platform, or any other content created, developed, posted, or published by Members (collectively, “Other Content”). When these Terms mention “Member Content”, it refers, collectively, to both Host Content and Other Content.
Please note that Clinical Rotation does not guarantee the validity, quality, safety, appropriateness, suitability, legality, existence, truth, or accuracy of any Member Content or Third Party Content. Members alone are entirely responsible for knowing, understanding, and following all current rules, regulations, and laws that apply to Member Content, the publication and use of their Member Content, as well as the posting of their Member Content on our Platform. Similarly, Third Parties alone are entirely responsible for knowing, understanding, and following all current rules, regulations, and laws that apply to Third Party Content. Members alone are entirely responsible for their Member Content and Third Parties alone are entirely responsible for their Third Party Content.
Our Platform allows Students and School Representatives to search, review, compare, and reserve Rotations that are posted on our Platform by Clinical Educators. Prior to making a Reservation, Clinical Rotation collects detailed information (“Reservation Data”) from the Student or School Representative. Reservation Data is used to verify a Student’s current enrollment at their stated Institution, amongst other things, as deemed appropriate by and at the sole discretion of Clinical Rotation. By using our Platform, you authorize and agree that Clinical Rotation retains and reserves full rights to share, communicate, confirm, and verify Reservation Data with any person or party that we, at our sole discretion, deem appropriate. Given limitations of verifying information on the internet, Clinical Rotation does not guarantee nor claim to guarantee the validity, existence, truth or accuracy of Reservation Data.
Once a Reservation is made and we verify that the specified Student is enrolled at their stated Institution, solely by virtue of comparing the Student’s first and last name, as it appears in the Reservation Data, with those from a list of currently enrolled students obtained from the Institution, Reservation Data is forwarded to and shared with the Clinical Educator for review. The Clinical Educator is then given fourteen (14) days from the time we forward them the Reservation Data, up until two (2) days before the desired Reservation start date, to either accept or reject the Reservation. During the time period immediately following a Reservation request by a Member until the Clinical Educator responds to us with a final decision to either accept or reject a Reservation, no additional like Reservations with overlapping dates will be allowed through our Platform.
When a Clinical Educator accepts a Reservation, they are entering into a legal contract with the Student, School Representative (when applicable), and Institution only, and the Student is the receiver of the Clinical Education (“Rotator”). After Reservations are accepted, we share additional Rotation details with the Rotator and School Representative.
If a Clinical Educator either rejects a Reservation, or fourteen (14) days pass without us having received a final decision by the Clinical Educator regarding a Reservation, then the Reservation is cancelled, no contract is created, no additional Rotation details are shared, and the requested Reservation dates are made available again on our Platform. It is important to note that Clinical Educators are independent, third party contractors, utilizing our Platform and have no other relationship with Clinical Rotation. The only relevant relationship that exists between Clinical Rotation and Members during the Reservation of a Rotation is the one described in the Payment section of these Terms.
Our Platform also allows Members to find, review, compare, and reserve Recreation. When a Member makes a Reservation for Recreation offered by a Host, the Member and Host immediately enter into a contract with one another only. After a Reservation for Recreation is made by a Member, basic information of the Member (“Basic Member Information”), defined collectively as first name, last name, date of birth, telephone number, home address, and email address, is forwarded to and shared with the Host of the Recreation. Given limitations of verifying information on the internet, Clinical Rotation does not guarantee or claim to guarantee the validity, existence, truth or accuracy of Basic Member Information. Additionally, Hosts are independent, third party contractors, utilizing our Platform and have no other relationship with Clinical Rotation. The only relevant relationship that exists between Clinical Rotation and Members during Reservation of Recreation is the one described in the Payment section of these Terms.
Members alone are responsible for their decision to make a Reservation for Host Services. Clinical Rotation recommends that you carefully base this decision on information contained within the Host’s listing (“Listing”), which includes any associated Host Service descriptions, images, maps, ratings or reviews, costs, Host profile information, or any other listing information. We also highly recommend that you make thorough comparisons, when applicable, with other Listings before finalizing a decision to make a Reservation. When a Reservation is accepted by a Host, the reserving Member (“Reserving Member”) and Host enter into a legally binding agreement (“Reservation Agreement”), and the Host is bound to provide the Host Service, as described in their Listing, to the Reserving Member during the Reservation start date and end date. Any additional terms and conditions outside of the Reservation Agreement, including, without limitation, affiliation agreements, dress code, scheduling, and conduct, will be solely determined and agreed upon by Members, Hosts, and any other related party, and Clinical Rotation will not be responsible nor held liable for the additional terms and conditions. By using our Platform, you acknowledge and agree that a Reservation will be considered complete (“Completed Reservation”) only after (i) a Host provides their Host Service to the Reserving Member (ii) the end date of the Reservation has passed and (iii) when applicable, the Host completes all evaluations of the Reserving Member and returns them to the respective Institution. Any dispute as to whether or not a Reservation is considered a Completed Reservation will be resolved through our dispute process described in the Disputes & Arbitration section of these Terms.
Please note that Clinical Rotation is not responsible, nor held liable for the quality, accuracy, safety, security, appropriateness, or legality of any Reservation made or accepted on our Platform. Similarly, Clinical Rotation is not responsible, nor held liable, for the quality, accuracy, safety, security, appropriateness, or legality of any Host Service, Rotation, or Recreation. Any decision to accept or reject a Reservation is at the sole discretion of, and solely determined by, the individual Member or Host alone, and Clinical Rotation does not influence and is not responsible nor held liable for any such decisions.
Clinical Rotation may at times decide to sell products (“Products”), including but not limited to clothing (“Apparel”), medical equipment (“Equipment”), and educational references (“References”) through the Platform. When a Member purchases a Product from our Platform, that Member is directly buying from Clinical Rotation and all applicable Taxes, Fees, Payment, and Product Purchase terms (as defined below) apply to the purchase.
By using our Platform, you authorize Clinical Rotation to collect from you amounts due pursuant these Terms, including any amount related to (i) Reservation bookings, Modifications or Cancellations, (ii) Service Fees or Transaction Fees, (iii) Product purchases, (iv) Taxes when applicable, (v) any other action that you perform on our Platform requiring payment to Clinical Rotation.
Our Platform gives Hosts the option to set a price for providing their Host Services. By using our Platform, you authorize Clinical Rotation to act as a limited collection agent for Hosts, solely for the purpose of accepting payment from Members purchasing Host Services. After a Reservation is accepted by a Host, Clinical Rotation will collect from the Reserving Member, by way of their specified payment method and when applicable via a third-party payment processor, funds equivalent to the total cost of the Reservation (“Reservation Payment”) plus any applicable Service Fees and Taxes.
Payment processing services for Members on Clinical Rotation are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms of Service or continuing to operate as a Member on Clinical Rotation, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Clinical Rotation enabling payment processing services through Stripe, you agree to provide Clinical Rotation accurate and complete information about you and your business, and you authorize Clinical Rotation to share it and transaction information related to your use of the payment processing services provided by Stripe.
If you and Clinical Rotation agree to invoicing as the specified payment method, then you agree to remit the Reservation Payment plus any applicable Service Fees and Taxes to us within fourteen (14) days from the time we send you the invoice. After Clinical Rotation receives a Reservation Payment, you authorize and agree that we will retain all such funds until a Payout (as defined below), or, when applicable, a Refund (as defined below) occurs. “Payouts” are payments from Clinical Rotation, sent on behalf of Reserving Members, to Hosts in exchange for Host Services. Unless stated otherwise in these Terms, Payouts are equivalent to the Reservation Payment less any applicable Transaction Fees, and will be remitted to Hosts within seven (7) days from the date a Reservation is considered a Completed Reservation.
In the event of a Reservation modification, cancellation, or refund, Payouts may be returned in part or full to the Reserving Member pursuant these Terms. In the event a Dispute occurs after the Reservation Payment is collected and prior to the Payout date, and the Dispute involves payment to a Host, Clinical Rotation reserves all rights and authority to retain the full amount of the Reservation Payment, until the Dispute has been resolved as described in the Disputes & Arbitration section of these Terms.
As a limited collection agent for Hosts, Clinical Rotation is not responsible nor held liable for any actual or perceived actions, inactions, misrepresentations, or failures of Hosts as it pertains to their Host Services or Reservations. Members who reserve and purchase Host Services are solely responsible for the outcome, quality, and satisfaction of their purchase.
Clinical Rotation may charge Members a “Service Fee” and Hosts a “Transaction Fee” in exchange for using our Platform. Service Fees will be disclosed to Members prior to Reservation bookings, and, when applicable, Product purchases. Transaction Fees will be disclosed to Hosts prior to publishing or posting a Rotation, Recreation, or other Host Service on our Platform. Service Fees for Reservations will be collected from Members only after a Host accepts the Reservation, and, unless otherwise stated in these Terms, Service Fees are non-refundable. Transaction Fees will be deducted from the Payout at the time a Payout occurs. Transactions Fees are non-refundable.
By using our Platform, you acknowledge and agree to pay any applicable Service Fees or Transaction Fees. Clinical Rotation reserves the right to change the Service Fees and Transaction Fees at any time, and will provide you adequate notice of any fee changes before they become effective.
Reserving Members can cancel a Reservation at any time pursuant the Host’s cancellation policy, as stated in the Host’s Listing on our Platform. Additional details on Host cancellation policies can be found here: Host Cancellation Policy. Depending on the Host’s cancellation policy, cancellations may involve a “Cancellation Fee”, for which Reserving Members are required to pay when a Reservation is cancelled by the Reserving Member. When a Reserving Member cancels a Reservation, and a refund is due, Clinical Rotation will refund the amount totaling the Reservation Payment and applicable Taxes less any applicable Cancellation Fees pursuant the Host’s cancellation policy, within seven (7) days of us receiving request for the cancellation. When a Reserving Member cancels a Reservation, Service Fees are non-refundable.
If a Host cancels a Reservation that was previously accepted prior to the Reservation start date, the Reserving Member will receive a full refund of the Reservation Payment plus all Service Fees and Taxes. If a Host cancels a Reservation after the start date but before the end date of the Reservation, and the Host has provided some of the Host Services, then the Reserving Member will receive a partial, pro-rated refund of the (i) Reservation Payment, (ii) Service Fees, and (iii) Taxes.
Clinical Rotation understands that there are unique circumstances (“Unique Circumstances”, defined below) that may prevent a Reserving Member or Host from following through with a Reservation that has already been accepted. If a Unique Circumstance occurs, then you agree Clinical Rotation has the right to (i) override the Host’s cancellation policy, (ii) determine whether a full or partial refund of the Reservation Payment, Service Fees, Taxes, or Transaction Fees are due to the Reserving Member or Host, and (iii) ask for and require proof that the Unique Circumstance has occurred.
On the contrary, cancellations are highly disruptive for both Reserving Members and Hosts. Unless a Unique Circumstance exists, if a Host cancels a Reservation, Clinical Rotation reserves the right to (i) make a public note of the cancellation, as a review on the Host’s Listing page, (ii) require the Host to pay a Transaction Fee, (iii) continue to mark the cancelled Reservation dates unavailable for other Members to book, (iv) prevent the Host from using our Platform in the future.
Unique Circumstances are defined below:
(i) Death of a Reserving Member or Host, or of their direct family member (parent, spouse, partner, child, sibling, legal guardian).
(ii) Serious injury or illness requiring an official doctor’s, physician assistant’s, or nurse practitioner’s note stating that the Member cannot follow through with a Reservation as a Reserving Member or Host.
If you believe another unique circumstance exists as it pertains to the cancellation of a Reservation, then you agree to provide details to Clinical Rotation via Email within seven (7) days of the start date of the Reservation. Please note that although Clinical Rotation will make every effort to review and understand your unique circumstance, we reserve the exclusive right to determine whether or not your reason for cancellation qualifies as a Unique Circumstance, and we do not guarantee that a refund will occur.
Reserving Members and Hosts can modify a Reservation at any point. If a Reserving Member desires modification of a Reservation that has not yet been accepted by the Host, they must contact Clinical Rotation by Email prior to Host acceptance of the Reservation, in order to prevent any additional fees. If a Reserving Member desires modification of a Reservation that has already been accepted by a Host, the modification will be treated as a cancellation by the Reserving Member, pursuant the cancellation terms described above, and the Reserving Member agrees to pay any Cancellation Fees plus any additional Service Fees and Taxes of a new Reservation.
If a Host modifies a Reservation and the Reserving Member agrees to the modified Reservation Agreement, then no additional fees or Taxes will apply so long as the value of the Reservation Payment remains the same. If a Host modifies a Reservation and the Reserving Member agrees to the modified Reservation Agreement, Clinical Rotation will refund or collect pro-rated Reservation Payments, Service Fees and Taxes, should the initial Reservation Payment value change. If a Host modifies a Reservation and the Reserving Member does not agree to the modified Reservation Agreement, then the modification will be treated as a cancellation by the Host, pursuant the cancellation terms described above, and the Host agrees to the cancellation terms.
L) RESERVATION REFUNDS
By using our Platform, you agree that Clinical Rotation may refund all or part of the Reservation Payment and any applicable Taxes and fees to Reserving Members in accordance with these Terms. There may be circumstances when Clinical Rotation decides, in its sole discretion, to cancel a Reservation and refund the Reservation Payment and applicable Taxes and fees, including if we believe it is in the best interest of both Reservation Agreement parties or if we determine that a Unique Circumstance is present. If a refund is due, Clinical Rotation will remit the full refund payment, as specified in these Terms, to the Reserving Member within seven (7) days from the date the refund is determined to be warranted.
M) CHARGEBACKS & PENALTIES
By using our Platform, you acknowledge and agree to our policy on “Chargebacks”, which are reversals of transaction payments, considered fraudulent or in dispute by credit card or account holders, initiated by the issuing bank. Although we recognize Chargebacks can occur for legitimate reasons, if Clinical Rotation determines, in its sole discretion, that an unmerited Chargeback has occurred with respect to a Reservation or any other payment made through the Platform, then we may take steps to recover any charges or fees resulting from such an unmerited Chargeback. Examples of unmerited Chargebacks include, without limitation, disputing a charge made in accordance with a Host’s cancellation policy, when a charge dispute is in violation of these Terms, or requesting a Chargeback without legitimate reason and/or failing to give the involved parties sufficient information or time to assess the basis of the Chargeback request. Further, if we determine a Chargeback is unmerited, Clinical Rotation reserves full rights to recover involved monies by any appropriate means available, including via a third-party debt collection agency or other legal means for recovering funds charged back to you.
In order for us to operate our Platform effectively, we need to ensure timely processing of payments. If you fail to remit an invoice payment to Clinical Rotation within fourteen (14) days of us sending you the invoice, as specified in the Payment section of these Terms, then you acknowledge and agree to pay a five (5) percent late fee for every seven (7) days that pass until we receive the full payment amount as stated on the invoice.
Anyone using our Platform to purchase or sell goods or services is fully responsible for the Taxes (“Taxes”) they are required to collect, report and remit. Specifically, Hosts are solely responsible for collecting, reporting, and remitting any Taxes associated with a Host Service, Reservation Payment, and any Payout from Clinical Rotation. Hosts are also solely responsible for knowing and understanding all current tax regulations and laws as they pertain to the Host’s Services. By using our Platform, you agree and accept that certain tax authorities may require Clinical Rotation to collect tax information about you and at times withhold certain Taxes from any purchase or Payout.
O) PRODUCT PURCHASE
In contrast to Reservations, purchasing of a Product is an immediate transaction between the Member and Clinical Rotation. If a Member wishes to return a Product for any reason, Clinical Rotation will refund the full price of the Product plus any applicable Taxes as long as (i) the Product is returned within thirty (30) days of the purchase date, and (ii) the Product is returned in new condition. Members are responsible for any shipping fees when purchasing and returning a Product.
P) RATINGS & REVIEWS
By using our Platform, you agree and acknowledge that Members may review (“Review”) a Host and their Host Service through written public comments and by leaving a one (1) to five (5) star rating (“Rating”) of their experiences. Ratings and Reviews are perceptions of Hosts and Host Services formulated by Members, and are not those of Clinical Rotation. Ratings and Reviews are publicly posted to a Host’s Listing on our Platform, unless otherwise determined by Clinical Rotation, in its sole discretion. Note that Clinical Rotation is not responsible nor liable for any Rating or Review, however, Ratings and Reviews are expected to be honest, accurate, non-offensive, and in-line with the Content rules of these Terms.
Q) AFFILIATION AGREEMENTS
An Affiliation Agreement (“Affiliation Agreement”) is a legally binding contract between a Host and the Student, School Representative, and/or School. It is commonplace to establish an Affiliation Agreement when arranging Clinical Education for the purpose of setting rules and adding additional liability protection prior to the start date of a Clinical Rotation. By using our Platform, you agree that the Host, Student, School Representative, and School have the individual right and authority to request an Affiliation Agreement any time after a Reservation is made up until the time a Reservation is accepted by the Host. In the event an Affiliation Agreement is requested by one or more of the Reservation Agreement parties, you agree that the Reservation will not be considered finally accepted until all parties agree on the terms of the respective Affiliation Agreement.
At times, modification of an Affiliation Agreement may be requested by any party of the Reservation Agreement. You agree that any and all modifications, changes, and agreements or disagreements with the terms of any Affiliation Agreement are at the sole discretion and responsibility of parties of the Reservation Agreement, including Hosts, Students, School Representatives and Schools, and Clinical Rotation has no responsibility in the Affiliation Agreement process. In the event any party of the Reservation Agreement cannot agree to the terms of the Affiliation Agreement then the Reservation will be cancelled.
R) DISPUTES & ARBITRATION
Clinical Rotation is committed to consumer satisfaction. However, there may be times when you dispute with, or make a claim against, a Member or Clinical Rotation for any reason (collectively, “Disputes”). Please read this section of our Terms carefully as it affects your rights and provides detailed information about the processing of Disputes.
(i) Arbitration Agreement (“Arbitration Agreement”)
You and Clinical Rotation agree that any and all Disputes (including, without limitation, any Dispute that arises out of or relates to our Terms or the interpretation, violation, invalidity, non-performance, or termination thereof, or to the use of our Platform, Products, or Host Services) will be resolved by binding arbitration, under the rules of arbitration of The American Arbitration Association (“AAA”), rather than in court. This Arbitration Agreement also applies to any Dispute that this Arbitration Agreement can be enforced or applies to the Dispute.
(ii) Member to Member Disputes
While we may help facilitate the resolution of Member to Member Disputes, it is ultimately the responsibility of our Members to reach a timely settlement. In the event that you and another Member cannot come to an agreement, you agree to notify Clinical Rotation through Email and attempt an informal resolution first. If, after reasonable attempts are made, either you or Clinical Rotation feels the Member to Member Dispute has not and cannot be resolved, then the Dispute may be considered for arbitration.
(iii) Clinical Rotation Disputes
If for any reason a dispute arises between you and Clinical Rotation, you agree to attempt an informal resolution first by contacting us through Email. During our informal resolution process, we will communicate with you via email and/or telephone, and attempt to reach a timely settlement. If, after reasonable attempts are made and a minimum of sixty (60) days have passed, one of us feels the Dispute has not and cannot be resolved, then the Dispute may be considered for arbitration.
(iv) Initiation of Arbitration
Prior to initiating arbitration, you must send a letter requesting arbitration and describing your Dispute to “Arbitration Manager” at Clinical Rotation LLC, 217 East 70th Street Unit 2343, New York, NY 10021, and when applicable, the involved Member. You are required to file a claim with AAA and complete a Demand for Arbitration Form prior to initiation of arbitration (Form).
(v) Arbitration Rules
You acknowledge and agree to abide by all rules of The American Arbitration Association (AAA Website), except as otherwise stated in our Terms. In the event that AAA is not available or willing to arbitrate the Dispute, you agree that Clinical Rotation has the right to choose, at its sole discretion, another alternative dispute resolution provider.
You and Clinical Rotation acknowledge and agree that any and all proceedings to resolve Disputes will be conducted only on an individual basis and not in any class action lawsuit, class-wide arbitration, or any consolidated or representative action. If for any reason a Dispute proceeds in court rather than in arbitration, you and Clinical Rotation each agree to waive any right to a trial by jury.
(vii) Choice of Law
No matter where you are located, these Terms will be governed by the laws of the State of Delaware, USA, without giving effect to its choice-of-law provisions. If for any reasons a Dispute proceeds in court rather than in arbitration, you and Clinical Rotation each agree that the Dispute will be brought exclusively to the courts of the the State of Delaware, USA.
If, through arbitration or court, any portion of our Arbitration Agreement is determined to be unenforceable, then such portion shall be severed from the agreement and the remainder of the Arbitration Agreement shall be fully enforced.
Clinical Rotation welcomes links to our Platform. You may establish a hypertext link to our Platform, provided that the link does not state or imply any sponsorship or endorsement of your site by Clinical Rotation. We grant a nonexclusive, limited permission (“Permission”) to display the Trademarks contained in Clinical Rotation’s domain names, brand names, and logos to the owner(s) of any websites (“Owner”) that would like to develop a link between their site and the corresponding website owned by Clinical Rotation. Links to a Clinical Rotation Site other than the one using the Clinical Rotation domain names, brand names, or logos are not permitted. The content or materials on the Owner’s site shall not imply any association with or relation to Clinical Rotation, or imply in any way that any content or material from our Clinical Rotation Platform are maintained within the Owner’s website.
No changes or modifications to the Clinical Rotation domain names, brand names, or logos may be made. Use of the Clinical Rotation domain names, brand names, or logos for purposes other than linking to the Clinical Rotation Platform is expressly forbidden. The domain names, brand names, and logos must not be used or associated with any obscene, scandalous, inflammatory, pornographic, indecent, profane, defamatory, or unlawful site or materials in any way, or in any manner that would adversely affect the name, reputation, and goodwill of Clinical Rotation and its Platform. We retain and reserve all rights in and to Clinical Rotation’s trade names, trademarks, copyrights, and all other intellectual property with respect to its domain names, brand names, and logos. Clinical Rotation reserves the right to cancel the Permission at any time and for any reason. Upon receipt of such notification, use of the domain names, brand names, or logos must cease and the link between the website and our Platform must terminate. Use of Clinical Rotation trademarks, trade names, logos, copyrighted material, or any other intellectual property of Clinical Rotation for any purpose not stated herein is expressly forbidden.
T) LEGALLY-COMPELLED DISCLOSURE OF USER INFORMATION
You agree that in the event we receive a subpoena issued by a court or from a law enforcement or government agency, we shall comply with such subpoenas without your consent or prior notice to you and may disclose your IP address, username, name, IP address, or other information in response thereto.
U) SYSTEMS RELIABILITY
Clinical Rotation aims to keep the Platform available twenty-four (24) hours a day, seven (7) days a week, and to maintain saved information. However, Clinical Rotation shall not be liable for lost, altered, or corrupted information or non-availability of the Platform.
V) PROHIBITED ACTIVITIES
You are prohibited from doing any act that Clinical Rotation, in its absolute discretion, may deem to be inappropriate and/or would be deemed to be an unlawful act or is prohibited by any laws applicable to the Clinical Rotation Platform including, but not limited to all of the following:
(i) Any act that would constitute a breach of either the privacy (including uploading private information without the concerned individual’s consent) or any other of the legal rights of individuals.
(ii) Using our Platform to defame or libel Clinical Rotation, its employees, or other individuals or acting in such a way that brings into disrepute the good name of Clinical Rotation.
(iii) Uploading files that contain viruses that may cause damage to the property of Clinical Rotation or the property of other individuals.
(iv) Posting or transmitting to our Platform any unauthorized material including, but not limited to, material that is in our opinion likely to cause annoyance, detrimental to or in violation of Clinical Rotation’s or any third party’s systems or network security, libelous, defamatory, racist, obscene, threatening, pornographic, profane, or is otherwise unlawful.
W) DISCLAIMER OF WARRANTIES AND LIABILITY
Neither Clinical Rotation nor its suppliers or licensors make any warranty whatsoever, including without limitation (i) that the operation of the Platform will be uninterrupted or error-free, (ii) that any defects will be corrected, (iii) that the Platform, including the servers that make it available, is free of viruses or other harmful components, (iv) as to the accuracy, completeness, reliability, availability, suitability, quality, non-infringement, operation or result obtained from the use of the Platform.
THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL ITS CONTENT, SERVICES, AND PRODUCTS, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND (EXPRESS, IMPLIED AND STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE AND NONINFRINGEMENT AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH CLINICAL ROTATION DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW. YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK.
You agree that some Host Services or Recreation may carry inherent risk, and by participating in those Host Services or Recreation, you choose to assume those risks voluntarily. You assume full responsibility for the choices you make before, during, and after your participation in a Host Service or Recreation.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL CLINICAL ROTATION OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR SIMILAR DAMAGES, PERSONAL INJURY (INCLUDING DEATH), LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE PLATFORM OR ITS CONTENT, PRODUCTS, OR SERVICES, OR SHALL THE LIABILITY OF CLINICAL ROTATION OR ITS SUPPLIERS AND LICENSORS EXCEED A SUM EQUAL TO THE FEES PAID BY YOU HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Clinical Rotation does not claim ownership, endorse, or take responsibility for any third-party services, products, information, or content that may be offered, advertised, provided, or displayed on the Platform or incorporated in the content, products or services contained on, accessible from, or distributed throughout the Platform.
Clinical Rotation has no control over and does not guarantee the existence, quality, condition, safety, suitability, or legality of any Rotation, Recreation, or Host Service. Additionally, Clinical Rotation has no control over and does not guarantee the truth or accuracy of any Rotation, Recreation, or Host Service description, detail, location, document, image, file, rating, or review that is published, posted, or uploaded on our Platform. We always urge our Members to exercise caution, due diligence, and care when deciding whether or not to make a Reservation for a Rotation or Recreation, use other Host Services, accept a Reservation request, or communicate or interact in any way with other Members, whether online or in person.
X) EXPORT RESTRICTIONS
Software from the Platform may be further subject to United States Export laws, rules and regulations, as amended from time to time. No software or property (including, but not limited to, code, images, or screenshots) from the Platform may be downloaded or exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, Sudan, or any other country to which the United States has embargoed goods; or (ii) anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
Y) MOBILE SERVICES
If Clinical Rotation permits or makes available to you the ability to (i) upload content to the Platform via your mobile telephone and/or tablet (collectively, “Mobile Device”), (ii) receive and reply to messages, or to access or make posts using text messaging, (iii) browse the Platform from your Mobile Device, or (iv) access features through a mobile application you have downloaded and installed on your Mobile Device (collectively, “Mobile Services”), your mobile carrier’s standard data, internet, messaging, and other service fees and charges apply to your use of, and access to, the Mobile Services, and you are solely responsible for all such fees and charges. The Mobile Services may not be compatible with all Mobile Devices, carriers, and services, and Clinical Rotation does not make any representations or warranties regarding such compatibility. You are solely responsible for ensuring that your Mobile Device is compatible with the type of content being provided through the Mobile Services. You understand that content delivered as part of the Mobile Services may be delivered to your Mobile Device through premium mobile services and acknowledge that you are solely and exclusively responsible for any charges for such services, including, but not limited to, any roaming charges.
You may be given the option to register to receive commercial messages from Clinical Rotation via your Mobile Device. You understand that you may be charged by your wireless service provider in connection with the receipt of such messages. You may “opt out” of receiving future messages by following the instructions provided (i) in the wireless messages or (ii) on the website where you registered to receive such messages.
You hereby agree to indemnify and hold Clinical Rotation, its directors, officers, shareholders, predecessors, successors in interest, employees, agents, suppliers, and licensors harmless from and against any and all claims of liability, losses, damages, and costs, including, without limitation, reasonable accounting and legal fees, arising from or in connection with (i) any violation by you of these Terms of Service, (ii) your use of, improper use of, or inability to use the Platform or its content, Products, or Services, (iii) your interaction with any Member, participation in an Rotation, Recreation or other Host Service, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, participation or use . We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this clause. In such event, you shall provide us with such cooperation as is reasonably requested by us.
2. COPYRIGHT INFRINGEMENT NOTIFICATION
Clinical Rotation is committed to complying with U.S. copyright law and to respond to claims of copyright infringement. Clinical Rotation will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c) (“DMCA”).
Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider’s Designated Agent. Notification must be submitted to the following Designated Agent in the manner described below.
Clinical Rotation LLC
ATTN: Legal Department, DMCA Copyright Notices
217 East 70th Street, Unit 2343
New York, NY 10021
Email: Email Link
For your complaint to be valid under the DMCA, you must provide all of the following information when providing notice of the claimed copyright infringement:
(i) A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
(ii) Identification of the copyrighted work claimed to have been infringed.
(iii) Identification of the material that is claimed to be infringing or to be the subject of the infringing activity, and that is to be removed or access to which is to be disabled, as well as information reasonably sufficient to permit Clinical Rotation to locate the material.
(iv) Information reasonably sufficient to permit Clinical Rotation to contact the copyright owner, such as an address, telephone number, and, if available, an electronic mail address.
(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law.
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
For more details on the information required for valid notification, see 17 U.S.C. 512(c)(3).
You should be aware that, under the DMCA, claimants who make misrepresentations concerning copyright infringement may be liable for damages incurred as a result of the removal or blocking of the material, court costs, and attorneys’ fees.