GUIDEDOC TERMS OF SERVICE

1.  Introduction

Thank you for visiting GuideDoc.  Please read these Terms of Service and our Privacy Policy carefully as you must agree to both documents in order to be permitted to use our Service.

2.  Definitions

Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them.  The list is not all-encompassing and no definition should be considered binding to the point that it renders this Agreement nonsensical:

“Agreement” refers to these Terms of Service;

“GuideDoc” refers to our company, known as “MedShare Ltd.”; our Site; our Service; or a combination of all or some of the preceding definitions, depending on the context in which the word is used;

“Service” refers to the services that we provide through our Site, including our guideline publishing and distribution services;

“Site” refers to our website, www.guidedoc.co;

“User” refers to anyone who uses our Service including, without limiting the generality of the foregoing, general visitors to our Site;

“You” refers to you, the person who is entering into this Agreement with MedShare Ltd.

3.  What GuideDoc Offers

GuideDoc is a guideline publishing and distribution platform.  Our Site enables medical professionals (other professionals may be permitted in the future) to upload guidelines and create decision trees.  Guidelines are uploaded by the User in PDF format.  Decision Trees are created in our app.

A User can then share the abovementioned guidelines with a group (or network) of other Users.  Our app then tracks the adoption of the guidelines by each User (they click a button to adopt or agree to the guidelines).

4.  Eligibility

In order to use our Service, you must meet a number of conditions, including but not limited to:

  • You must not be in violation of any embargoes, export controls, or other laws of the Republic of Ireland, European Union, or other countries or supranational bodies having jurisdiction over this Agreement, MedShare, and yourself.
  • You must be the minimum age required to enter into a contract in the area in which you reside, and, in any event, must not be less than 18 years of age.
  • You must, if signing up on behalf of a person other than yourself, be an authorized representative of that person and agree that you are binding both you and that person to this Agreement and that both you and that person shall be jointly and severally liable for any breaches hereof and for the fulfillment of any duties established hereunder.
  • You must provide us with personal information, payment information, and other information that we deem necessary to provide you with our Service.

5.  Disclaimer

MedShare believes that its Service may be of use to certain individuals.  However, it is your responsibility to ensure that our Service is appropriate for your purposes.  You agree that Medshare is not responsible for any loss that you may incur as the result of your use of our Service.

6.  Limited License

GuideDoc is offered as Software as a Service (“SaaS”) on a licensed basis.  By signing up for and/or paying for our Service, you are agreeing to be granted a revocable license to use our Service for your purposes and the purposes of other Users who have been granted the same license.  You agree not to attempt to reverse engineer, resell, copy, or otherwise tamper with or distribute our Service.

We may revoke this license to you at any time without compensation beyond a pro rata amount based on the remainder of your subscription period, and without any compensation whatsoever if we revoke this license in response to your breach of this Agreement or any applicable legislation.  You agree that upon receiving notice of such revocation, you will make all reasonable efforts to remove any of our proprietary files from your hardware or any hardware under your control.

7.  Downtime

As a SaaS, GuideDoc’s availability may be susceptible to certain periods of downtime for legal, security, technical, business-related, or other reasons.  You agree that GuideDoc is not responsible for any losses suffered by you as a result of such downtime even if we anticipate the occurrence of such downtime and fail to inform you that it will occur in a timely manner or at all.

8.  Rules of Use

You agree that you will not:

  • Violate the laws of the Republic of Ireland, its counties, the European Union, or any foreign political entity having jurisdiction over this Agreement, whether or not the foreign political entity is a country or a subdivision (such as a state or province) or municipality (such as a city, town, county, or region) of a foreign country.
  • Post or send anything violent, threatening, pornographic, racist, hateful, or otherwise objectionable according to the opinion of GuideDoc or its delegates.
  • Infringe on anyone’s intellectual property rights, defame anyone, impersonate anyone, or otherwise violate the rights of a third party.
  • Hack, crack, phish, SQL inject, or otherwise compromise the security or integrity of the GuideDoc Site, Service, or its Users’ computers.
  • Do anything else which could bring GuideDoc into disrepute or violate the rights of any person.

9.  Payment and Refunds

GuideDoc may, but is not obligated to, provide you with our Service on a free trial basis.  For any paid version of our Service, payment can be made by means of credit card or EFT.  Unless otherwise stated, all prices listed are denominated in Euros.  Additional provisions regarding pricing and refunds may be posted on our Site or communicated to you directly and are hereby incorporated into this Agreement by reference.

Because our Service is intangible and free trial is provided, no refunds are available for our Service, even on a pro rata basis.

10.  Chargebacks and Credit Card Cancellations

Where a User conducts a chargeback against MedShare, MedShare shall be entitled to the full amount lost by MedShare as a result of the chargeback, as well as any reasonable attorneys’ fees, collection agency fees, court costs, disbursements, and other expenses incurred by MedShare in its enforcement of its rights under this section.

If your credit card is declined for any reason (such as cancellation, expiration, insufficient credits, anti-fraud blocks, etc.), MedShare shall be entitled to cancel the provision of its Service to you immediately and without notification.  Such cancellation may result in the deletion of all or some of your data.

11.  Our Copyright

Our content distinguishes us from competitors and other third parties.  You agree not to copy, distribute, display, disseminate, or otherwise reproduce any of the information on the Site without receiving our prior written permission.

12.  Your Copyright

MedShare must be assured that it has the right to use the content that is posted to its Site by its Users.  Such content may include, but is not limited to, photographs, videos, text, audio, and other materials.  Whenever submitting content to our website, you agree that you are granting us a non-exclusive, universal, perpetual, irrevocable, sublicensable, commercial and non-commercial right to use, distribute, sell, publish, and otherwise make use of the content that you submit to us.  You warrant to us that you have the right to grant us this right over the content, and that you will indemnify us for any loss resulting from a breach of this warranty and defend us against claims regarding the same.

13.  GuideDoc Design and Assets

“You agree not to use this phrase anywhere without our prior written consent.  Additionally, you agree not to use our trade dress, or copy the look and feel of our Site or its design, without our prior written consent.  You agree that this paragraph goes beyond the governing law on intellectual property law, and includes prohibitions on any competition that violates the provisions of this paragraph, including starting your own competing business.

14.  Revocation of Consent

We may revoke our consent for your use of our intellectual property, or any other permission granted to you under this Agreement, at any time.  You agree that if we so request, you must take immediate action to remove any usage of our intellectual property that you may have engaged in, even if it would cause a loss to you.

15.  Copyright & Trademark Infringement

We take copyright infringement very seriously.  If you believe that your copyright has been infringed, please send us a message which contains:

 

  • Your name.
  • The name of the party whose copyright has been infringed, if different from your name.
  • The name and description of the work that is being infringed.
  • The location on our website of the infringing copy.
  • A statement that you have a good faith belief that use of the copyrighted work described above is not authorized by the copyright owner (or by a third party who is legally entitled to do so on behalf of the copyright owner) and is not otherwise permitted by law.

You must send this notification electronically to us at hello@guidedoc.co.

 

You may send us similar information to that above in regards to any allegation of trademark infringement, and we will address it as soon as practicable.

16.  Defamation

Our Rules of Use prohibit defamation.  Pursuant to S.I. No. 68/2003, you may contact us at hello@guidedoc.co with sufficient details of any defamatory content published on our Site and we will act as soon as possible to remove it.

17.  Representations & Warranties

WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE MERCHANTABILITY OF OUR SERVICE OR FITNESS FOR ANY PARTICULAR PURPOSE.  YOU AGREE THAT YOU ARE RELEASING US FROM ANY LIABILITY THAT WE MAY OTHERWISE HAVE TO YOU IN RELATION TO OR ARISING FROM THIS AGREEMENT OR OUR SERVICES, FOR REASONS INCLUDING, BUT NOT LIMITED TO, FAILURE OF OUR SERVICE, NEGLIGENCE, OR ANY OTHER TORT.  TO THE EXTENT THAT APPLICABLE LAW RESTRICTS THIS RELEASE OF LIABILITY, YOU AGREE THAT WE ARE ONLY LIABLE TO YOU FOR THE MINIMUM AMOUNT OF DAMAGES THAT THE LAW RESTRICTS OUR LIABILITY TO, IF SUCH A MINIMUM EXISTS.

 

YOU AGREE THAT WE ARE NOT RESPONSIBLE IN ANY WAY FOR DAMAGES CAUSED BY THIRD PARTIES WHO MAY USE OUR SERVICES, INCLUDING BUT NOT LIMITED TO PEOPLE WHO COMMIT INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, TORTIOUS INTERFERENCE WITH ECONOMIC RELATIONS, OR ANY OTHER ACTIONABLE CONDUCT TOWARDS YOU.

 

YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS BY ANY OTHER USER WHICH MAY CAUSE YOU DAMAGE.  YOU RELEASE MEDSHARE FROM ANY LIABILITY RELATING TO YOUR TRANSMISSION OF INFORMATION TO OTHER USERS.

 

YOU AGREE THAT WE ARE NOT RESPONSIBLE FOR ANY FAILURE ON THE PART OF A PAYMENT PROCESSOR OR YOUR CREDIT CARD COMPANY OR BANK IN DIRECTING PAYMENTS TO THE CORRECT DESTINATION, OR ANY ACTIONS ON THEIR PART IN PLACING A HOLD ON YOUR FUNDS.

 

WE ARE NOT LIABLE FOR ANY FAILURE OF THE GOODS OR SERVICES OF OUR COMPANY OR A THIRD PARTY, INCLUDING ANY FAILURES OR DISRUPTIONS, UNTIMELY DELIVERY, SCHEDULED OR UNSCHEDULED, INTENTIONAL OR UNINTENTIONAL, ON OUR WEBSITE WHICH PREVENT ACCESS TO OUR WEBSITE TEMPORARILY OR PERMANENTLY.

 

THE PROVISION OF OUR SERVICE TO YOU IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THIS AGREEMENT.  NOTHING IN THE PROVISIONS OF THIS “REPRESENTATIONS & WARRANTIES” SECTION SHALL BE CONSTRUED TO LIMIT THE GENERALITY OF THE FIRST PARAGRAPH OF THIS SECTION.

 

For Jurisdictions that do not allow us to limit our liability: Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with the above then our liability is limited to the smallest extent possible by law.  Specifically, in those jurisdictions not allowed, we do not disclaim liability for: (a) death or personal injury caused by its negligence or that of any of its officers, employees or agents; or (b) fraudulent misrepresentation; or (c) any liability which it is not lawful to exclude either now or in the future.

 

IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES.  FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”  YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE.  YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

18.  Indemnity

You agree to indemnify and hold us harmless for any claims by you or any third party which may arise from or relate to this Agreement or the provision of our service to you, including any damages caused by your use of our website or acceptance of the offers contained on it.  You also agree that you have a duty to defend us against such claims and we may require you to pay for an attorney(s) of our choice in such cases.  You agree that this indemnity extends to requiring you to pay for our reasonable attorneys’ fees, court costs, and disbursements.  In the event of a claim such as one described in this paragraph, we may elect to settle with the party/parties making the claim, and you shall be liable for the damages as though we had proceeded with a trial.

19.  Choice of Law

This Agreement shall be governed by the laws in force in the Republic of Ireland.  The offer and acceptance of this contract are deemed to have occurred in the Republic of Ireland.

20.  Forum of Dispute

You agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction in the Republic of Ireland.  Specifically, where the subject matter of a dispute is eligible for it, you agree that any disputes shall be heard solely within the Small Claims Court of the Republic of Ireland (“Small Claims Court”).

If a dispute claims multiple claims and one or more of those claims would be eligible to be heard by the Small Claims Court, you agree not to bring the other claims against us and to instead proceed within the Small Claims Court.

If you would be entitled in a dispute to an amount exceeding the monetary jurisdiction of the Small Claims Court, you agree to waive your right to collect any damages in excess of the monetary jurisdiction and instead still bring your claim within the Small Claims Court.  At the time of drafting this Agreement, the monetary jurisdiction of the Small Claims Court is €2,000.

You agree that if a dispute is eligible to be heard in Small Claims Court but you would be entitled to an additional or alternative remedy in a higher court, such as injunctive relief, you will waive your right to that remedy and still bring the dispute within the Small Claims Court.

If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

You agree that the unsuccessful party in any dispute arising from or relating to this Agreement will be responsible for the reimbursement of the successful party’s reasonable attorneys’ fees, court costs, and disbursements.

21.  Force Majeure

You agree that we are not responsible to you for anything that we may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.

22.  Severability

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

If two or more provisions of this Agreement are deemed to conflict with each other’s operation, MedShare shall have the sole right to elect which provision remains in force.

23.  Non-Waiver

MedShare reserves all rights afforded to us under this Agreement as well as under the provisions of any applicable law.  Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

24.  Termination & Cancellation

We may terminate your access to our Site and Service at our discretion without explanation, though we will strive to provide a timely explanation in most cases.  Our liability for refunding you, if you have paid anything to us, will be limited to the amount you paid for goods or services which have not yet been and will not be delivered, except in cases where the termination or cancellation was due to your breach of this Agreement, in which case you agree that we are not required to provide any refund or other compensation whatsoever.

Under no circumstances, including termination or cancellation of our Service to you, will we be liable for any losses related to actions of other Users.

25.  Assignment of Rights

You may not assign your rights and/or obligations under this Agreement to any other party without our prior written consent.  We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

26.  Amendments

We may amend this Agreement from time to time.  When we amend this Agreement, we will e-mail you to inform you that there has been an amendment and require you to accept the amendment in order to continue using our Service.

27.  California Users and Residents

MedShare permits residents of the State of California to use its Service.  Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about MedShare must be addressed to our agent for notice and sent via certified mail to that agent.  For our agent’s most current contact information, please send a request to hello@guidedoc.co.

Lastly, California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

Last Modified:  March 3, 2014