TERMS OF SERVICE
15. Transfer of Membership and Assignment.
A single Membership may be used by a single legal entity (such as a band whose legal entity is a partnership) at ElderConsult’s sole discretion and subject to ElderConsult’s requirements. You may not assign or transfer your Membership, this Agreement or any or all of your rights hereunder without the prior written consent of ElderConsult, and any attempt to do so is void. Notwithstanding the foregoing, ElderConsult will not unreasonably withhold consent to the transfer of a Membership in good standing by operation of a valid written will to a single natural person, provided that proper notice and documentation are delivered as requested by ElderConsult.
All or any of ElderConsult’s rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Site in a merger, acquisition or sale of all or substantially all of ElderConsult’s assets.
In the event a dispute arises between you and ElderConsult, we want to provide you with an efficient, neutral and cost-effective means of resolving the dispute. To this end, you and ElderConsult agree to resolve any claim or controversy at law or in equity that arises from or relates to this Agreement or our Site (a “Claim”) in accordance with one of the subsections below.
16.1. Governing Law.
This Agreement and the relationship between you and ElderConsult shall be governed in all respects by the laws of the State of California without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.
16.2. Forum for Disputes
You and ElderConsult agree to submit to the exclusive jurisdiction and venue of the courts located in the County of San Mateo, California except as provided in Subsection 13.3 below regarding optional arbitration. Notwithstanding this provision, you agree that ElderConsult shall still be allowed to apply for injunctive or other equitable relief in any court of competent jurisdiction
16.3. Optional Arbitration
For any Claim, excluding Claims for injunctive or other equitable relief, where the total amount of the award sought is less than ten thousand U.S. Dollars ($10,000.00 USD), the party requesting relief may elect to resolve the Claim in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration shall initiate it through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted, at the option of the party seeking relief, by telephone, online, or based solely on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
16.4. Improperly Filed Claims
All Claims you bring against ElderConsult must be resolved in accordance with this Dispute Resolution Section. All Claims filed or brought contrary to this Dispute Resolution Section shall be considered improperly filed. Should you file a Claim contrary to this Dispute Resolution Section, ElderConsult may recover attorneys’ fees and costs up to one thousand U.S. Dollars ($1,000.00 USD), provided that ElderConsult has notified you in writing of the improperly filed Claim, and you have failed to promptly withdraw the Claim.
17. Releases, Disclaimer of Warranty, Further Limitations of Liability, Indemnity.
17.1. No Liability for Accumulated Content
When using the Site, you may accumulate Content that resides as data on ElderConsult’s servers. THESE DATA, AND ANY OTHER DATA, MEMBERSHIP HISTORY AND USER NAMES RESIDING ON ELDER CONSULT’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON AT ELDERCONSULT’S SOLE DISCRETION.
YOU ACKNOWLEDGE THAT, NOTWITHSTANDING ANY COPYRIGHT OR OTHER RIGHTS YOU MAY HAVE WITH RESPECT TO CONTENT YOU UPLOAD AND/OR CREATE USING THE ELDERCONSULT SITES, AND NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH CONTENT OR OTHER DATA BY YOU OR ANY THIRD PARTY, ELDERCONSULT DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS (SUBJECT TO ANY UNDERLYING INTELLECTUAL PROPERTY RIGHTS IN THE CONTENT), ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON ELDERCONSULT’S SERVERS.
YOU UNDERSTAND AND AGREE THAT ELDERCONSULT HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY CONTENT (INCLUDING YOUR CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND.
17.2. The ELDERCONSULT Site IS Provided “As Is”
ELDERCONSULT PROVIDES THE SITE, YOUR MEMBERSHIP AND ALL OTHER SERVICES STRICTLY ON AN “AS IS” BASIS, PROVIDED AT YOUR OWN RISK, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Without limiting the foregoing, ElderConsult does not ensure continuous, error-free, secure or virus-free operation of the Site or your Membership, and you understand that you shall not be entitled to refunds for fees paid (if any) based on ElderConsults failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to you.
17.3. Further Limitations of Liability
IN NO EVENT SHALL ELDERCONSULT OR ANY OF ITS SHAREHOLDERS, PARTNERS, AFFILIATES, DIRECTORS, OFFICERS, SUBSIDIARIES, EMPLOYEES, AGENTS, SUPPLIERS, LICENSEES OR DISTRIBUTORS, INCLUDING WITHOUT LIMITATION WEBMASTERS, WEB DESIGNERS AND WEB SITE ADMINISTRATORS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SITES (INCLUDING ITS MODIFICATION OR TERMINATION), YOUR MEMBERSHIP (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT ELDERCONSULT MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ADDITION, IN NO EVENT WILL ELDERCONSULT’S CUMULATIVE LIABILITY TO YOU FOR DIRECT DAMAGES OF ANY KIND OR NATURE EXCEED FIFTY DOLLARS (U.S. $50.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is impermissible, such limitation may not apply to you. You agree that ELDERCONSULT cannot be held responsible or liable for anything that occurs or results from accessing or subscribing to the Site.
17.4. Your Indemnification of ELDERCONSULT
At ElderConsult’s request, you agree to defend, indemnify and hold harmless ElderConsult, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, Content Providers, and other Users of the Sites, including without limitation webmasters, web designers and web side administrators) from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from any breach of this Agreement by you, or from your use of the Site. You agree to defend, indemnify and hold harmless ElderConsult, its shareholders, partners, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors including without limitation webmasters, web designers and web side administrators, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from: (a) any action or inaction by you in connection with the deletion, alteration, transfer or other loss of Content, status or other data held in connection with your Membership, and (b) any claims by third parties that your activity or Content in the Sites infringes upon, violates or misappropriates any of their intellectual property or proprietary rights.
18. General Provisions.
This Agreement is accepted upon your use of the ElderConsult Site and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and ElderConsult regarding the use of the ElderConsult Site.
The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is deemed unlawful, void or unenforceable by a court of competent jurisdiction, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
The ElderConsult Site is controlled and operated by ElderConsult from its offices within the State of California, United States of America. We make no representation that any aspect of the Site or our Services is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Site from other locations are responsible for compliance with applicable local laws.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent or similar breaches.
No consent or waiver by ElderConsult under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of ElderConsult. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of ElderConsult shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of ElderConsult.
ElderConsult may give notice to you by means of a general notice on our Site, at or after log-in to your Membership account, by electronic mail to your e-mail address in our records for your Membership, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Membership. All notices given by you or required under this Agreement shall be mailed to us at
ElderConsult Geriatric Medicine
1633 Bayshore HIghway
Burlingame, CA 94010
Below are the Terms of Service required by ElderConsult’s Network
The following Terms of Service apply to your use of this Network. You are solely responsible for your conduct and your content on the Network and compliance with these terms. By registering with us or using or browsing this Network, you acknowledge that you have read, understood, and agree to be bound by these terms. This Network is not directed to anyone younger than 13 and is offered only to users 13 years of age or older. Any person who provides their personal information through this Network represents that they are 13 years of age or older.
You agree that you will not post, email or make available any content or use this Network:
- In a manner that infringes, violates or misappropriates any third party’s intellectual property rights or other proprietary rights or contractual rights;
- in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- to engage in spamming, “chain letters,” “pyramid schemes”, advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms of Service, any applicable laws, regulations or generally-accepted advertising industry guidelines;
- in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another’s privacy;
- in a manner that is harmful to minors in any way;
- in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable;
- to impersonate any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to this Network without authorization;
- to interfere or attempt to interfere with the proper working of this Network or prevent others from using this Network, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to this Network, or that otherwise negatively affects other persons’ ability to use this Network;
- to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any user’s account or to monitor or copy this Network or the content contained therein;
- to facilitate the unlawful distribution of copyrighted content;
- in a manner that includes personal or identifying information about another person without that person’s explicit consent;
- in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted through this Network or to users; and
- in a manner that constitutes or contains any form of advertising or solicitation if emailed to users who have requested not to be contacted about other services, products or commercial interests.
Additionally, you agree not to:
- “Stalk” or otherwise harass anyone;
- Collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes or in violation of applicable law or regulations;
- Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any member of this Network or to proxy authentication credentials for any member of this Network for the purposes of automating logins to this Network;
- Post any content containing child pornography to this Network;
- Post any content that depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content;
- Post any content that constitutes pornography, contains nudity, or is adult in nature.
- Use automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from this Network—except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or “well-behaved” web services/RSS/Atom clients. We reserve the right to define what we mean by “well-behaved”;
- Post irrelevant content, repeatedly post the same or similar content or otherwise impose an unreasonable or disproportionately large load on the Network’s infrastructure;
- Attempt to gain unauthorized access to our computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, this Network;
- Use this Network as a generic file hosting service;
- Take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of this Network or for using it for purposes unrelated to this Network); and
- Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of this Network.
To provide notice of alleged copyright infringement on this Network, please see the DMCA Notification Guidelines.
You agree not to authorize or encourage any third party to use this Network to facilitate any of the foregoing prohibited conduct. You also agree that these Network Terms of Service inure to the benefit of our service providers (including our Network platform provider) and that they may take action (including the removal of your content and disabling of your account) in order to maintain compliance with these Network Terms of Service. Technology and hosting for aspects of this Network are provided by this Network’s online service provider. However, the Network Creator of this Network controls the content, membership and policy of this Network, including those pages served by such service provider on behalf of this Network. Notwithstanding anything to the contrary, by participating on this Network you agree to indemnify and hold harmless such service provider on all matters related to your interaction with others using this Network and participation with this Network.