Subscriber desires to access the web-based Software to provide travel health and safety advice to itself of its customers; and provides access the website to deliver travel health and safety advice to consumers pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the parties hereto agree as follows:
1. SUBSCRIPTION: Subject to the terms and conditions of this Agreement, TC hereby grants to Subscriber, for the term of this Agreement, a non-exclusive, non-assignable right to access the Software for the sole purpose of using the information as a part of its travel health and safety advice to its consumers. Subscriber shall not and shall not purport to create any sub-grant of the rights granted under Section 1 or allow any other party to exercise any rights under the said grant. Subscriber has no right or license to use TC at any location other than the location(s) specified herein. Subscriber has acknowledges this agreement when Subscriber executed the subscriber agreement.
2. PROVISION OF TRAVELCARE: Subscriber's access of the Software and the use of TC shall be on as "as where is" basis. Subscriber shall not be entitled to present or provide TC in any manner that is unique to Subscriber nor to make any changes, customize or modification to the Software or TC. Subscriber acknowledges and agrees that TC may at any time modify or alter the Software or the Website or any part thereof at any time. TC shall not be liable for: any temporary slowdown or shut-down of any of the foregoing due to modification or alteration works or migration or any other reason; or any upgrades, enhancements or modifications that may be required.
3. USE OF TRAVELCARE: Subscriber agrees that it shall take all necessary precautions to prevent improper or unauthorized access of the Software and use of TC from systems or facilities within its control or care. Subscriber shall ensure that only its authorized personnel will access the Software solely to travel health and safety advice to the Consumers and shall comply with any user guides and such instructions or directions as may be given by TC. Subscriber shall not utilize the Software or TC for any purpose that is in contravention of any applicable laws or regulations. Subscriber shall not and shall ensure that its authorized personnel, its agents and representatives do not: use or access the Software or TC which will result in an impairment of any functionality of, or otherwise a burden to, the Software or TC or any portion thereof, including without limitation, a slowdown of the response time and other performance indicators in the market to a level not acceptable to TC; employ any device, program, hardware or software that unnecessarily burdens or otherwise impairs, compromises or adversely affects the operation or provision of the Software or TC or any part thereof; access the Software or use TC, or any part thereof for any purpose other than for the purpose specified herein; engage in any abusive activity of the Software or TC, including any act which is an abuse or misuse of the Software or TC or any part thereof; or breach any of the confidentiality or intellectual property obligations relating to any confidential or proprietary information.
4. TERM: This Agreement shall be effective as of the date of execution by both parties, or on the initial login date if subscriber registered or purchased the subscription online, and shall extend for the period of one (1) year thereafter (the "Initial Term"). This Agreement shall be automatically renewed every year for additional one (1) year periods (the "Extended Terms") unless either party shall provide to the other party in writing of its intention not to renew this Agreement, said notice to be provided at least thirty (30) days prior to the expiration of the then in-effect Term.
5. SUBSCRIPTION FEES: TC offers multiple Subscription Levels – Single User, Corporate, Corporate Clinic, Medical Facilities, Doctors’ Offices, and Travel Clinics. In each case the subscriber agrees to pay either in advance or, if offered, in monthly installments. Subscriber may choose invoicing and or pay via electronic payments (Visa, MasterCard, Amex, PayPal, etc.) Payments must be made subsequent to access to the TC Software. All payments made hereunder are nonrefundable. The Subscriber authorizes TC to charge the Subscriber’s credit card for annual renewals. Cancelled Subscribers that log in after their termination date are responsible for the annual subscription. Subscription fees are subject to change at the sole discretion of TC.
6. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS: Subscriber acknowledges and agrees that any information in TravelCare is proprietary, confidential, and the intellectual property of TC and shall remain the exclusive property of and owned by TC and its successors and assigns. Accordingly, Subscriber shall not, without the prior express written consent of TC, during the term of this Agreement and for seven (7) years thereafter, disclose, reveal, publish, display or otherwise make available to any third party or utilize for its own benefit other than as permitted under this Agreement, any information provided by TC, including TC, provided that such information was not previously known to Subscriber or to the general public. Subscriber further agrees to take all reasonable precautions to preserve the confidentiality of TC and shall assume responsibility that its employees, agents and representatives will similarly preserve this information against third parties. The provisions of this clause shall survive termination of this Agreement. Subscriber agrees not to and shall ensure that its agents and representatives do not dispute, challenge or question their ownership and title thereto nor value thereof. Subscriber shall take no steps in attempting to reverse engineer, alter, copy, reproduce, enhance, change, modify, reverse compile, create derivative works from, distribute or otherwise tamper with the Software or TC or any part thereof. Subscriber shall not alter or remove any copyright, trademark, service mark or any other copyright, patent or other proprietary notice or legends or any advertisements that appear in any part of the Software or TC. Subscriber shall include an attribution of copyright ownership notice as may be instructed by TC in conjunction with the provision by Subscriber of travel health and safety advice to the Consumers. Doing any of the foregoing would make the Subscriber liable for damages.
7. ACCEPTANCE: Software shall be deemed accepted upon set up of Subscribers login.
8. IMPROVEMENTS: Any improvements or modifications made by TC to TC shall be promptly provided to Subscriber and shall be considered as part of TC and automatically included in this Agreement and the terms and conditions of this Agreement shall be applicable to such improvements or modifications.
9. TERMINATION: Subscriber shall not have the right to terminate this Agreement until the end of the annual term, at which point written thirty (30)-day notice must be provided to TC. TC may terminate a subscriber by giving written notice thereof to Subscriber or by forthwith denying Subscriber access of the Software and use of TC in the event of: misuse of the software and information, a breach of the material terms and conditions in this Agreement. All rights conferred to Subscriber under this Agreement will immediately terminate; Subscriber shall immediately stop using and/or accessing TC and the Software; all outstanding payments under this Agreement prior to the date of this Agreement shall be immediately due and payable; and Subscriber shall purge any information extracted from TC stored on any media then in its possession and will provide to TC a certification that affirms the complete destruction of the same. Termination of this Agreement shall be without prejudice to the rights and obligations of both parties that may have accrued up to the date of termination. All sections shall survive any termination or expiry of this Agreement.
10. MISUSE OF SOFTWARE: Subscriber agrees that they will not misuse the software in any manner that would cause harm TC either from a content and or monetary fashion. The subscriber agrees that it cannot share logins for multiple facilities in order to avoid paying license fees. The subscriber agrees that if they conduct business in this manner then they agree that they will be automatically terminated and be fully responsible to TC for all annual licensing fees.
11. WARRANTIES: TC warrants that it has the right to enter into this Agreement and to provide Subscribers access to the Software and use of TC. Except for the said warranty in the agreement TC and its affiliates make no representation, warranty or undertaking of any kind (express or implied), including but not limited to any implied warranty of accuracy, non-infringement, merchantability of the Software or TC or that the Software will operate or TC will be uninterrupted or error free or that they are free of any virus, all of which are hereby excluded to the extent permitted under the applicable law of this Agreement.
12. INDEMNITY: Each party agrees to defend, indemnify, and hold the other party and its officers, directors, agents, and employees harmless against all costs, expenses, liabilities, damages, losses, claims, demands, suits, fines or judgments, including but not limited to reasonable attorney fees and costs which may suffered by, accrued against, be charged to or recoverable from the Indemnified Parties incurred through claims of third parties against the Indemnified Parties based on a breach by the other party of any representation and warranty made in this Agreement and for any third-party claim for infringement of its intellectual property rights based on Subscriber's use of TC. Subscriber agrees that under no circumstances whatsoever, TC will never be responsible for any costs not to exceed the cost of the subscribers annual subscription.
13. FORCE MAJEURE: Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected party will give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.
14. NOTICES AND PAYMENT: Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, courier service or by return receipt requested. Any notice given hereunder shall be deemed received when received if personal delivery is made, 6 days after posting if mailed by certified registered or Express mail or courier service or upon receipt if by return receipt requested. Either party may change the address to which notice or payment is to be sent by written notice to the other.
15. GOVERNING LAW: This Agreement shall be construed and governed by the laws of the Commonwealth of Pennsylvania, United States of America without regard to conflicts of laws principles. The venue for all claims and disputes under this Agreement, and all lawsuits filed concerning this Agreement, shall be maintained in Bucks County, Pennsylvania, United States of America.
16. AGREEMENT BINDING ON SUCCESSORS: The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
17. ASSIGNABILITY: Neither party may assign this Agreement or the rights and obligations there under to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
18. WAIVER: No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
19. SEVERABILITY: If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
20. INTEGRATION: This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.
21. ENTIRE AGREEMENT: Subscriber agrees that the Terms of Agreement posted on the websites constitutes the entire agreement of the parties and supersedes all prior or contemporaneous communications, representations and agreements, either oral or written, between them. No representations or statements of any kind made by any employee, representative or other agent of the parties which are not stated herein shall be binding on the parties hereto.
22. SPECIFIC ENFORCEMENT: Subscriber acknowledges that violations of this Agreement by Subscriber would cause serious harm to TC, which harm could not be fully measured or compensated by money damages or any other remedy in law, and agrees that TC shall be entitled to seek injunctive relief in the event of such violations.
23. LIMITATIONS OF LIABILITY: It is understood that TC is not engaged in the practice of medicine and that Subscribers and/or its medical staff will at all times retain sole responsibility for the care, advice, and treatment given to Subscriber patients. TC assumes no liability to such patients or any other persons with respect to the actions of Subscriber or its medical staff or employees, and Subscriber agrees to defend, indemnify and hold TC harmless from any and all liability and expense expended or incurred by TC (including reasonable attorneys' fees) as a result of any claim by such patients or other parties in connection with this Agreement and/or the content on the website.
Additional Terms of Service
Use of the Services by you: In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to TravelCare will always be accurate, correct and up to date.
Marketing Services: TC is in the business of selling subscriptions based on its medical content. The company's content is shared with medical professionals that subscribe to its services. For certain subscriptions types and products, TC allows its subscribers to register their customers information for the purposes of tracking and future marketing opportunities. The subscriber agrees and understands that TC is authorized to market products and services related to travel to the clients of the subscriber. TC will use best efforts to never promote competing services with it subscribers. TC often times offers a revenue share of these services to the subscriber. The subscriber must opt in to any offers tendered.
Permitted Uses: you agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by TravelCare. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
Interruption of Services: You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) and agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose. You also agree that you are solely responsible for (and that TravelCare has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which TravelCare may suffer) of any such breach.
Security: Your passwords and account security. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible to TravelCare for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify TravelCare immediately.
Privacy: You agree to the use of your data in accordance with TC’s privacy policies.
Content in the Services: You understand that all information (such as data files, written text, computer software, photographs, videos or other images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the “Content”. You should be aware that Content presented to you as part of the Services are protected by intellectual property rights which are owned by TC (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by TC or by the owners of that Content, in a separate agreement. TC reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service and that you are using the services at your own risk.
Sharing of Content: You agree that you are solely responsible for (and that TC has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which TC may suffer) by doing so.
Proprietary rights: You acknowledge and agree that TC (or TC’s licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by TC and that you shall not disclose such information without TC’s prior written consent.
Trademarks, Copyrights: Unless you have agreed otherwise in writing with TC, nothing in the Terms gives you a right to use any of TC’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. If you have been given an explicit right to use any of these brand features in a separate written agreement with TC, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and TC's brand feature use guidelines as updated from time to time. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services. Unless you have been expressly authorized to do so in writing by TC, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
License from TravelCare: TC gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by TC as part of the Services as provided to you by TC (referred to as the “Software” below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by TC, in the manner permitted by the Terms. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by TC, in writing. Unless TC has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software.
EXCLUSION OF WARRANTIES: NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT TRAVELCARE’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”. IN PARTICULAR, TRAVELCARE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRAVELCARE OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. TRAVELCARE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY: SUBJECT TO OVERALL PROVISION IN PARAGRAPHS ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT TRAVELCARE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES; (II) ANY CHANGES WHICH TRAVELCARE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES); (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; (III) YOUR FAILURE TO PROVIDE TRAVELCARE WITH ACCURATE ACCOUNT INFORMATION; (IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; THE LIMITATIONS ON TRAVELCARE’S LIABILITY TO YOU ABOVE SHALL APPLY WHETHER OR NOT TRAVELCARE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Copyright and trade mark policies: It is TC’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminating the accounts of repeat infringers.
Other content: The Services may include hyperlinks to other web sites or content or resources. TC may have no control over any web sites or resources which are provided by companies or persons other than TC. You acknowledge and agree that TC is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You acknowledge and agree that TC is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
Changes to the Terms: TC may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, TC will make a new copy of the Universal Terms available. You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, TC will treat your use as acceptance of the updated Universal Terms or Additional Terms.
General legal terms: The Terms constitute the whole legal agreement between you and TC and govern your use of the Services (but excluding any services which TC may provide to you under a separate written agreement), and completely replace any prior agreements between you and TC in relation to the Services. You agree that TC may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services. You agree that if TC does not exercise or enforce any legal right or remedy which is contained in the Terms (or which TC has the benefit of under any applicable law), this will not be taken to be a formal waiver of TC’s rights and that those rights or remedies will still be available to TC. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
You acknowledge and agree that each member of the group of companies of which TC is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms. The Terms, and your relationship with TC under the Terms, shall be governed by the laws of the State of Pennsylvania without regard to its conflict of laws provisions. You and TC agree to submit to the exclusive jurisdiction of the courts located within the county of Bucks County, Pennsylvania to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that TC shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
Annual Subscription Fees
Prices Subject to Change.
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