Last Updated: 30 Jun 2016
TrendMD will revise this ToU as the Site and/or Service evolves. By using the Site and/or Service, you agree to the then-current version of this ToU as posted on the Site. If at any point you do not agree to any portion of the then-current version of this ToU, you must immediately stop using the Site and/or Service.
Through the Site you may select from a variety of Services offered as described below. The Services we provide pertain to hyperlinks to peer-reviewed articles and/or content published in accredited journals and/or websites as determined by TrendMD ("Content") on the Site, displayed via the Software and accessed by users of your website, and provided by you and promoted through the Services. You are granted access to the TrendMD dashboard ("Dashboard"), which displays Data, and allows you to control certain settings of the Service.
TrendMD reserves the right to deny service to any person and to reject any Content in TrendMD's sole and absolute discretion for any reason. The Service is offered with the understanding that TrendMD may terminate any account registered to you and/or your access to the Service at any time, for any reason or no reason, including without limitation for any violation of this ToU. TrendMD may stop offering and/or supporting the Service or any portion thereof at any time.
You represent and warrant to TrendMD that (a) you are the owner (or is otherwise the authorized licensee) of the copyright or other intellectual property rights in any Content provided to TrendMD hereunder, and have the right to deliver to, and to authorize TrendMD to, display, perform, distribute and exploit such Content in the manner contemplated by this ToU without additional fee or payment whatsoever to any third party, (b) you shall not impersonate any person or entity or otherwise misrepresent its affiliation with a person or entity; and (c) none of your Content shall violate the terms of Section 7.D.
Paul KudlowTrendMD Inc.101 College St. Suite 402Tel: 416-568-4345Email: support@TrendMD.com
The Site and the Service are operated by TrendMD in Canada. Those who choose to access the Site, and/or the Service from locations outside Canada do so on their own initiative and are responsible for compliance with applicable local laws.
TrendMD does not claim ownership of any Content you make available through the Service. .If supplied by you, you shall supply Content to us in such formats and as otherwise consistent with our current and prevailing specification requirements. You agree that TrendMD may use your name, your co-authors name, the publisher, as well as any other relevant data from your Content, in its marketing materials and web sites as part of a list of its customers, and in any advertisement, news release or other publication of TrendMD for the purpose of publicizing these ToU and/or TrendMD's relationship with you. TrendMD reserves the right to set your campaign live once the funds have been added to your account and content has been approved by our team.
You shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with these ToU, except for income taxes.
The Site and the Service are not directed toward children under 13 years of age nor does TrendMD knowingly collect information from children under 13 or allow them to create an account or access account features. If you are under 13, please do not submit any personally identifiable information to TrendMD.
You acknowledge that TrendMD has no control over, and no duty to take any action regarding: which users gain access to the Service; what effects the Service may have on you, your website or equipment; the accuracy or how you may interpret, rely, or use the Service including without limitation any loss of reputation or loss of traffic on your website or any website of any of your affiliates; or what actions you may take as a result of having been exposed to the Service. You further acknowledge and agree that TrendMD shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of, or reliance on, any Content, goods or services available on or through any third party website linked or referred to by any portion of the Service. You release TrendMD from all liability with respect to the Service, and any Content or data provided or accessed via the Service or through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. TrendMD makes no representations concerning the Content contained in or accessed via the Service or the Site, including without limitation Promoted Content or Exchange Content, and TrendMD will not be responsible or liable for the contents, accuracy, copyright compliance, legality or decency of third party Content or services accessed via the Service or the Site or for your reliance on any of the foregoing. TrendMD does not make any representation, warranty or guarantee of the quantity or quality of traffic that you will receive under this Agreement.
THE SITE, SOFTWARE AND SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TRENDMD MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH, OR THE PERFORMANCE OF, THE SITE, SOFTWARE OR THE SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRENDMD SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS WHO WILL VIEW CONTENT, AND (II) ANY BENEFIT YOU MIGHT OBTAIN FROM DISPLAY OF CONTENT BY TRENDMD. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE AND/OR THE SERVICE IS AT YOUR SOLE RISK. TRENDMD DOES NOT WARRANT THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITE AND/OR SERVICE AT THE TIMES OR LOCATIONS OF YOUR CHOOSING; THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITE OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Because some provinces or jurisdictions do not allow the disclaimer of implied warranties, the foregoing disclaimer may not apply to you.
TrendMD represents and warrants that: (i) we have sufficient right, title and interest in the Site, Software and Service to grant the licenses contemplated by this Agreement; and (ii) to the extent we incorporate third party rights into the Software, we have obtained the rights from those third parties necessary to vest in or grant to you the various license rights necessary under this Agreement.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRENDMD, ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS (COLLECTIVELY, THE "RELATED PARTIES") DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIMS ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE, THE SOFTWARE AND/OR SERVICE, EVEN IF TRENDMD AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, IN NO CASE SHALL THE LIABILITY OF TRENDMD OR ANY OF THE RELATED PARTIES EXCEED THE LESSER OF (X) THE TOTAL REVENUE SHARE WE PAID TO YOU DURING THE SIX (6) MONTHS PRIOR TO THE TIME THE CAUSE OF ACTION GIVING RISE TO LIABILITY AROSE, IF SUCH AMOUNT WAS GREATER THAN $0 OR (Y) $100. THE FOREGOING SHALL NOT APPLY TO TRENDMD’S INDEMNIFICATION OBLIGATION.
Because some provinces or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such provinces or jurisdictions, the liability of TrendMD and its affiliates shall be limited to the fullest extent permitted by law.
Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its parent and affiliates, and each of its and their respective affiliates, directors, officers, shareholders, members, authorized representatives, employees and agents (collectively, the "Indemnified Party") from and against any and all claims, losses, liabilities, damages, costs, settlements and other expenses (including reasonable legal fees) (collectively, "Claims") that arise out of any third party claim occasioned by any breach or alleged breach of any of the Indemnifying Party’s representations, warranties and obligations of the Agreement. The Indemnified Party shall promptly notify the Indemnifying Party of any Claim, provided, however, that any delay in providing such notice shall not relieve the Indemnifying Party of any of its obligations except to the extent that the Indemnifying Party is actually prejudiced by such delay. The Indemnified Party shall have the right to participate in the defense and settlement of the Claim with counsel of its own choosing and its own expense, subject to the Indemnifying Party’s control thereof.
This ToU is governed by, and will be construed under, the laws of US and the law of the State of California, without regard to conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except as provided in Section 20 below (and claims proceeding in any small claims court), all disputes arising out of or related to your use of the Site, the Software and/or the Service shall be subject to the exclusive jurisdiction of the province and federal courts located within Los Angeles, California and you agree to submit to the personal jurisdiction and venue of such courts. If either you or TrendMD commences a lawsuit for a dispute arising under this ToU or relating to the Site, the Software and/or the Service, all of the issues in such action, whether of fact or law, shall be submitted to general judicial reference pursuant to California Code of Civil Procedure sections 638 and 641 through 645.1 or any successor statutes thereto.
BY AGREEING TO THIS ARBITRATION PROVISION, YOU UNDERSTAND THAT YOU AND TRENDMD WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.
TrendMD shall not be liable to Publisher or any third party for any payment for impressions, page views or click-throughs resulting from activity used to artificially increase impressions, page views or click-throughs (including but not limited to incentivized, automated (e.g., bots and spiders) or otherwise deceptive or artificial means) ("Fraudulent Activity"). Publisher shall take commercially reasonable steps to prevent such Fraudulent Activity by blocking IP addresses and/or Publisher's user accounts associated with such Fraudulent Activity.
Publisher shall cooperate with TrendMD in any investigation of possible Fraudulent Activity, including access to Publisher's access logs and other customer and affiliate information, to the extent that such cooperation by the Publisher is commercially reasonable and not in violation of any agreement between the Publisher and a third party. If TrendMD determines the Publisher has knowingly engaged in Fraudulent Activity, then in addition to its other rights and remedies TrendMD may terminate this Agreement effective upon notice and withhold payment up to the amount generated through Fraudulent Activity.
ToU Revisions. This ToU may only be revised in a writing signed by both parties.
No Partnership. You agree that no joint venture, partnership, employment, or agency relationship exists between you and TrendMD as a result of this ToU or your use of the Service or the Software.
Assignment. TrendMD may assign this ToU, in whole or in part, to any person or entity at any time with or without your consent. You may not assign the ToU without TrendMD's prior written consent, and any unauthorized assignment by you shall be null and void.
Severability. If any part of this ToU is determined to be invalid or unenforceable, then that portion shall be severed, and the remainder of the ToU shall be given full force and effect.
Attorneys' Fees. In the event any litigation or arbitration is brought by either party in connection with this ToU, the prevailing party shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation.
No Waiver. Our failure to enforce any provision of this ToU shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of this ToU shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Notices. All notices given or required under this ToU shall be in writing and addressed to:
Equitable Remedies. You hereby agree that TrendMD would be irreparably damaged if the terms of this ToU were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this ToU, in addition to such other remedies as we may otherwise have available to us under applicable laws.
Entire Agreement. This ToU constitutes the entire agreement between you and us with respect to the Site and/or Service and supersedes all prior or contemporaneous communications, whether electronic, oral or written, between you and us with respect to the Site, the Software and/or Service.