Terms of Use

SMARTMD.COM (“WEB SITE”) is a national health care IT service provider to physician practices and hospitals. PLEASE READ THESE TERMS AND CONDITIONS OF USE (“TERMS”) CAREFULLY. BY ACCESSING OR USING SMARTMD.COM, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT ACCESS OR USE SMARTMD.COM.

AGREEMENT BETWEEN USER AND SMARTMD CORPORATION

1) Restrictions on Use.
The WEB SITE is operated by SMARTMD Corporation, its subsidiaries and/or its affiliates (collectively, "SMARTMD"). The WEB SITE is offered to you conditioned upon your acceptance without modification of the terms, conditions, and notices contained herein (the "Agreement"). Your use of the WEB SITE constitutes your agreement to all such terms, conditions and notices, as set forth below and in all links to this Agreement. SMARTMD reserves the right to change the terms, conditions, and notices under which the WEB SITE is offered, including but not limited to any charges associated with the use of the WEB SITE now or in the future. You are responsible for regularly reviewing these terms and conditions.

2) No Unlawful or Prohibited Use.
As a condition of your use of the WEB SITE, you warrant to SMARTMD that you will not use the WEB SITE for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the WEB SITE in any manner which could damage, disable, overburden, or impair the WEB SITE or interfere with any other party's use and enjoyment of the WEB SITE. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the WEB SITE.

3) Indemnification and Waiver, Release and Limitation of Liability.
YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE and AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SMARTMD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATED TO YOUR USE OF THE WEB SITE AND ANY ACCOUNT YOU MIGHT HAVE (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS, MISAPPROPRIATION OF TRADE SECRETS OR OTHER PROPRIETARY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE WEB SITE.

4) Links to Third Party Sites.
SMARTMD makes no representations whatsoever about any other Web site which you may access through the WEB SITE. When you access a non-SMARTMD Web site, even one that may contain the SMARTMD-logo or other SMARTMD trademark, service mark or trade name, please understand that it is independent from SMARTMD, and that SMARTMD has no control over the content on that Web site. Additionally, the WEB SITE may contain links to other Web Sites ("Linked Sites"). Other than www.YesEcadamy.com, the Linked Sites are not under the control of SMARTMD and SMARTMD 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. SMARTMD is not responsible for webcasting or any other form of transmission received from any Linked Site. SMARTMD is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SMARTMD of the site or any association with its operators. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, Trojan horses and other items of a destructive nature.

5) WEB SITE access and Materials Provided to SMARTMD.

When accessing secure areas on the WEB SITE requiring authentication you are responsible for the additional terms and conditions of any agreements between SMARTMD and you or your employer, client or other associate to the extent the agreements apply to you. By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

6) Software Available via the WEB SITE.

Any software (“Software”) that is made available to download from the WEB SITE is the copyrighted work of SMARTMD and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.

For any Software not accompanied by a License Agreement, SMARTMD Corporation hereby grants to you, the user, a personal, non-transferable license to use the Software for viewing and otherwise using the WEB SITE in accordance with these Terms of Use, and for no other purpose provided that you keep intact all copyright and other proprietary notices. No other license is granted. You shall not modify, alter, decompile, reverse engineer or otherwise change Software. All Software is owned by SMARTMD and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT.

7) Liability Disclaimer.

a) THE INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SMARTMD AND/OR ITS RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL, TECHNICAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

b) SMARTMD AND ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE WEB SITE FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. SMARTMD AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, SOLUTIONS, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

c) IN NO EVENT SHALL SMARTMD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE WEB SITE, WITH THE DELAY OR INABILITY TO USE THE WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SMARTMD OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE WEB SITE.

d) NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF SMARTMD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES SHALL NOT EXCEED THE FEES PAID BY THE USER FOR THE PARTICULAR INFORMATION OR SERVICE PROVIDED.

8) Term & Termination.
Either you or SMARTMD may terminate your right to use the WEB SITE at any time, with or without cause, upon notice; provided, however, that any such termination be subject to the terms of your agreement with SMARTMD, if any. SMARTMD also reserves the right to terminate or suspend any WEB SITE membership or account without prior notice, but SMARTMD will confirm such termination or suspension by subsequent notice. In addition, SMARTMD may withdraw, suspend or discontinue any functionality or feature of the WEB SITE; provided, however, that if your agreement with SMARTMD provides for the continued use of any functionality or feature, SMARTMD will continue to provide that respective functionality or feature to you subject to the provisions of such agreement. The provisions concerning Copyrights, Indemnification, Waiver, Release and Limitation of Liability, and General shall survive any termination of this Agreement.

9) General.
This agreement is governed by the laws of the State of Florida, U.S.A. You hereby consent to the exclusive jurisdiction and venue of courts in Broward County, Florida U.S.A. in all disputes arising out of or relating to the use of the WEB SITE. Use of the WEB SITE is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Any cause of action or claim you may have with respect to SMARTMD must be commenced within one (1) year after the claim or cause of action arises. SMARTMD’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. SMARTMD may assign its rights and duties under this Agreement to any party at any time without notice to you.

You agree that no joint venture, partnership, employment or agency relationship exists between you and SMARTMD as a result of this Agreement or use of the WEB SITE. SMARTMD's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of SMARTMD's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the WEB SITE or information provided to or gathered by SMARTMD 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 this Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and SMARTMD with respect to the WEB SITE and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and SMARTMD with respect to the WEB SITE; provided, however, that any separate agreement between the user and SMARTMD to access secure areas of the WEB SITE remain in full force and effect.

10) LEGAL and Notice.
This WEB SITE may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this WEB SITE may contain technical inaccuracies or typographical errors. Information may be changed or updated without notice. SMARTMD may also make improvements and/or changes in the solutions and/or the services described in this information at any time without notice. In the event of any conflict between the terms of this Agreement and the terms and conditions of your SMARTMD Business Agreement, if any, the terms of your SMARTMD Business Agreement shall have precedence.

SMARTMD may deliver notice to you under this Agreement by means of electronic mail, a general notice on the WEB SITE, or by written communication delivered by first class U. S. mail to your address on record in SMARTMD’s account information. You may give notice to SMARTMD at any time via electronic mail to info@smartmd.com or by letter to the following address:

SMARTMD Corporation

2400 W. Cypress Creek Rd., Suite 204

Ft. Lauderdale, FL 33309
Attn: Online Marketing, Smartmd.com
Email: info@smartmd.com

11) Copyright and Trademark Notices

All contents of the WEB SITE are: Copyright 2008. SMARTMD Corporation, 2400 W. Cypress Creek Rd., Suite 204, Fort Lauderdale, FL 33309 U.S.A. All rights reserved. Material found on the WEB SITE contains the valuable properties of SMARTMD, embodying substantial creative efforts, no part of which may be reproduced or transmitted in any form or by any means, or retained in any storage or retrieval system, without the express written permission of SMARTMD. SMARTMD reserves all rights in its trademarks, service marks and trade names.

12) Privacy Policy.
SMARTMD considers its user’s privacy to be of the utmost importance.
Learn more about SMARTMD's privacy practices.

13) Availability SMARTMD's obligations with respect to its solutions and services are governed solely by the agreements under which they are provided. If you obtain a solution or service from the WEB SITE that is provided without an agreement, that solution or service is provided "AS IS" with no warranties whatsoever, express or implied, and your use of that solution or service is at your own risk.