All businesses wishing to list themselves on MarijuanaDoctors.com must agree to this Marketing Success Program Agreement.
This agreement (known as the "MSP Agreement" or, "MSP") is made effective as of the signing of the quote that this document was attached to between you (The Client) and Medical Consulting Network, Inc., a Delaware corporation ("Service Provider") having a principal place of business at 1121 Walt Whitman Rd, Suite 312, Melville NY 11747.
The Service Provider
- provides professional medical practice marketing and management services to physicians and physician groups, and
- owns and operates the www.marijuanadoctors.com on the World Wide Web (the "Primary Website").
The Client has received the necessary approvals from the state of your practice to provide professional medical services to patients in that state. All physician employees and contractors of the Client (the "Participating Physicians", and each a "Physician") who will practice medicine at the Client’s place of business (the "Facilities") are duly licensed to practice medicine as is required by the state of practice. The Client has been approved by the Service Provider to participate in the Marketing Success Program (the "Program") owned and operated by the Service Provider that provides professional medical practice marketing and management services to physicians and physician groups.
The Client and the Service Provider (the "Parties", and each a "Party") desire to enter into this agreement to set forth the terms and conditions on which the Service Provider will (i) market and commercialize to third parties the professional medical services available through the Client that specifically contemplate the medicinal application of cannabis sativa (the "Services"), (ii) act as a liaison between and among such third parties and the Client, and (iii) provide other related services as set forth in Article 2 of this MSP Agreement.
Statement of Agreement
The Parties acknowledge the accuracy of the aforementioned Recitals and agree as follows:
1.1 "HIPAA" shall mean the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C.A. 1171 et seq.
1.2 "HIPAA Regulations", shall mean the regulations promulgated under HIPAA by the United States Department of Health and Human Services, including, but not limited to, 45 C.F.R. Part 160 and 45 C.F.R. Part 164.
1.3 "Individual", exclusively where the term is used in Article 24 below and nowhere else in this MSP Agreement, shall have the same meaning as the term "individual" in 45 C.F.R. 164.501 and shall include a person who qualifies as a personal representative in accordance with 45 C.F.R. 164.502(g).
1.4 "Privacy Rule", shall have the same meaning as the term "Privacy Rule" in 45 C.F.R. Parts 160 and 164.
1.5 "Protected Health Information", shall have the same meaning as the term "protected health information" in 45 C.F.R. 164.501, limited to the information created or received by the Service Provider from or on behalf of the Client.
1.6 "Required By Law", exclusively where the term is used in Article 24 below and nowhere else in this MSP Agreement, shall have the same meaning as the term "required by law" in 45 C.F.R. 164.501.
2.1 The Client hereby grants the Service Provider permission to, and the Service Provider shall:
- Market the Services in the Service Area, which is designated in the quote that you have received.
- Market the Services on the World Wide Web;
- At the Client's direction, serve as a continuing liaison between the Client and any third-party opting for Services, including without limitation, by discussing with such third party any consultation scheduling by the Client, and providing said third party with educational information upon request.
- "Validate" medical consultation appointments scheduled on behalf of the Client, where appointment validation shall be limited to the Service Provider's performance of the following services (the "Validation Services"):
- The collection and preparation of appointment data;
- The production of any requisite physician recommendation letter to be prepared in accordance with state specific requirements (the "Recommendation"); and
- Recommendation validation services made available via one or more of the following delivery mediums at the discretion of the Service Provider: Web platform, Interactive Voice Response (IVR) systems, mobile application and or SMS text.
The permission granted to the Service Provider by the Client regarding the performance of the marketing and practice management services described above in this Article 1.1 (collectively, the "Marketing and Management Services") is given exclusively to the Service Provider and may not be transferred by the Client.
In providing the Marketing and Management Services, the Service Provider shall comply with the Client's policies and guidelines and with all applicable laws and regulations, and shall not modify any agreement between the Client and any third-party or agree to any modification to any Services without the Client's express prior written consent.
3. Third-Party Billing
The Client shall in each and every instance remain responsible for all third-party billing. Unless agreed to in writing by the Parties, the Service Provider shall not be required under any circumstances to collect payment for services rendered by the Client in favor of third party beneficiaries and shall not incur any liability as a result of the Client's failure to collect any outstanding fees owed to them.
As compensation for the Marketing and Management Services to be performed by the Service Provider in favor of the Client, the Client shall pay to the Service Provider the following fee in accordance with the terms set forth in this Article 4:4.1 Membership Fee: The agreed upon Membership Fee is to be made on a monthly basis by Client on their payment due date; all entitling same to accessing the benefits associated with enrollment and participation in the Program. The Membership Fee shall be due on the date the quote was e-signed, and thereafter, each month on the selected cycle date, unless otherwise stated on the e-signed quote.
4.2 The Initial Sign-Up Period/Fee: An initial commitment fee of one (1) month per location shall be paid by the Client upon the e-signing of the quote, unless otherwise stated on the quote.
4.3 The Client hereby agrees to make payment for their Membership Fee via Credit Card or E-check, or bank wire, unless otherwise agreed to in writing. Upon doing so, the Client hereby authorizes the Service Provider to charge such payment method any and all amounts due on a recurring monthly basis. Furthermore, the Client agrees to pay interest at the rate of 1.5% per month (an Annual Percentage Rate of 18%) or, at the maximum rate of interest permitted by law, (whichever is lower) on all delinquent Membership Fees PLUS the Service Provider's reasonable attorney's fees in the event collection of unpaid Membership Fees is placed in the hands of an attorney and/or Collection Agency.
4.4 Notwithstanding the preceding or anything to the contrary found herein or otherwise, the Service Provider may amend any and all fees set forth herein at its complete and sole discretion, in accordance with the terms of Article 25. Any and all fees referenced herein or otherwise established by the Service Provider are non-refundable.
4.5 Lead Acquisition: A Qualified Lead shall be a potential patient whom has accepted and acknowledged such State in which he or she is seeking an appointment's legal requirements as set forth by the Company (either manually via a Company web-property or via telephone with authorization to Company to acknowledge same) as well as the potential patient's information which shall consist of a minimum of the potential patient’s
- email address;
- telephone number; and
- city, state and zip code of domicile.
A Telemedicine Consult entitles the Client to the information established below as a Qualified Lead. A Qualified Lead shall be a potential patient whom has accepted and acknowledged that he or she is seeking a Telemedicine appointment and has met that particular State’s legal requirements as set forth by the Company (either manually via a Company web-property or via telephone with authorization to Company to acknowledge same) as well as the potential patient's information which shall consist of a minimum of the potential patient’s:
- email address;
- telephone number; and
- city, state and zip code of domicile.
5. Relationship of Parties:
The relationship between the Client and the Service Provider is and shall be that of independent contractors, and nothing in this MSP Agreement shall be construed to establish an agency relationship, an employer-employee relationship, a partnership or a joint venture between the Parties. Neither Party shall have the power nor authority to bind the other Party to any obligation or liability without the other Party's express prior written consent, and neither Party shall hold itself out as having any such authority. All rights granted to the Service Provider under this agreement are exclusive, and the Client shall not enter into agreements with other parties to perform similar services during the period ending on the termination of this MSP Agreement without the express written consent of the Service Provider.
6. Tax Payments:
The Service Provider shall be responsible for the payment of, and shall pay when due, any and all taxes imposed by any governmental authority or agency, including without limitation federal, state, and local income taxes and social security taxes, arising out of the Marketing and Management Services, including without limitation its receipt of the Membership Fees. The Client shall not be obligated to withhold any taxes from the Membership Fees on the Service Provider's behalf. Similarly, the Client shall remain responsible at all times for paying its own income and employment taxes, including but not limited to those associated with or derived from monies paid via the Billing Services undertaken by the Service Provider for the benefit of the Client.
The Service Provider shall be responsible for the payment of all expenses, including without limitation travel expenses, incurred by the Service Provider in connection with the Marketing and Management Services.
8. Term and Termination:
The initial term of this MSP Agreement shall be for thirty (30) days from the effective date (unless otherwise stated on the e-signed quote), with automatic thirty (30) day renewal terms, provided that the Service Provider may, with immediate effect and without recourse to the courts, terminate the MSP at any time, with or without cause or further notice. If the Client has previously provided a valid email address, the Service Provider may provide notice by email in its sole discretion. Similarly, the Client may terminate the MSP at any time, with or without cause, upon thirty (30) days written notice to the Service Provider. Notwithstanding anything to contrary, termination by either Party shall be subject to the limitations set forth in Article 14 below. Upon the termination of this MSP Agreement, neither Party shall have any further rights or obligations under the MSP except under the provisions of Articles 10 through 14, and Article 24 of the MSP, which shall survive such termination unless otherwise stated therein. Notwithstanding the foregoing, the Client will be billed for, and shall pay, any and all fees, including but not limited to Membership Fees, that remain unpaid upon said termination.
The Client represents and warrants to the Service Provider that it has full capacity, power and authority to enter into and perform this MSP Agreement. If the Client is a professional corporation or group practice, each professional partner, member or employee thereof shall jointly and severally perform the obligations of the Client hereunder and the individual executing the MSP on behalf of the Client represents that he or she has the authority to so bind the partners, members and employees thereof. Where appropriate in such cases, the term Physician as used in this MSP Agreement shall mean each professional partner, member, or employee of the professional corporation or group practice that is the Party to the MSP.
10. Confidential and Proprietary Information:
Neither Party shall directly or indirectly disclose any Confidential Information (defined below) of the other Party to any third-party, or use, or assist any third-party in using, any Confidential Information, excepting only: (a) any disclosure required by law or made confidentially to the disclosing Party's shareholders, directors, officers, employees or advisors (collectively, the "Permitted Recipients"); and (b) the use of Confidential Information by a Permitted Recipient in connection with this MSP Agreement, provided that the disclosing Party shall (i) make such Permitted Recipient aware of the requirements of this MSP Agreement, (ii) take reasonable steps, including at least the steps taken by it to protect its own Confidential Information, to prohibit disclosure by such Permitted Recipient of the Confidential Information, and (iii) be responsible and liable for a Permitted Recipient's disclosure or use of such Confidential Information which is not expressly permitted by this MSP Agreement. "Confidential Information" shall mean, with to respect to each Party, all of its trade secrets, proprietary data and other information (whether written or oral) relating directly or indirectly to a Party's business, including without limitation management, operations and marketing information; economic studies and methods; proprietary forms; financial, tax and accounting information; business plans, policies and procedures; any information which a Party is obligated to treat as confidential, whether or not such information is disclosed pursuant to this MSP Agreement; the terms and provisions of this MSP and of all transactions or documents executed by the Parties pursuant to this MSP Agreement. With respect to the Client, "Confidential Information" shall include without limitation all information about its agreements and transactions with third parties. Confidential Information shall not include any information which (i) is or becomes known or available to the public and did not become so known or available through the breach of this MSP Agreement by either Party, (ii) has been lawfully acquired from a third party without any breach of any confidentiality restriction, or (iii) has been provided by the Client to be used by the Service Provider in direct connection with its performance of the Marketing and Management Services.
11. Trademarks and Copyrights:
The Parties reserve the right to control and use their respective names, copyrights, symbols, trademarks, and service marks, whether presently existing or later established (collectively, "Marks"). Neither Party shall use the other Party's Marks, without its prior written consent. Any permitted use of a Mark by a Party shall cease immediately upon the earlier of written notice from the other Party to cease such use or the termination of this agreement. Notwithstanding the foregoing, each Party may use the other Party's name; address, telephone number and facsimile number as necessary to fulfill its obligations under this MSP Agreement.
The Parties acknowledge that Articles 10 and 11 of this MSP Agreement are essential provisions of this MSP and that neither Party would have entered into the MSP without their inclusion. The Parties agree that such sections are reasonable and appropriate in all respects and that, in the event of their violation or attempted violation, the aggrieved Party will suffer irreparable harm and its remedies at law will be inadequate. In the event of any such violation or attempted violation, said Party shall be entitled to a temporary restraining order, temporary and permanent injunctions, specific performance, and any other available equitable relief, without any showing of irreparable harm or damage or the posting of any bond or other security. All rights and remedies of each Party under this MSP Agreement are cumulative and in addition to all other rights and remedies to which such Party may be entitled from time to time, whether under another agreement, at law or in equity.
The Client shall indemnify the Service Provider and its affiliates, and their respective directors, officers and employees from and against all claims, liabilities, damages, costs and expenses (including attorneys' fees and expenses) resulting from, incident to, or arising out of acts or omissions of the Client or its employees or agents.
14. Legal Requirements:
If any applicable law requires this MSP Agreement to include any provision not already included, the Parties shall amend the MSP to include such provision promptly following a Party's request. If there is any applicable statute, law, regulation, legislation, rule, policy or general instruction or guideline, or any ruling, judgment, decree or interpretation by any court, agency or other governing body having jurisdiction over either Party (each a "Regulatory Matter"), and (b) the Regulatory Matter materially and adversely affects, or is reasonably likely to affect, the performance or compensation under the MSP Agreement or makes the MSP unlawful, then the Parties shall immediately use their best efforts to enter into a new arrangement that complies with such Regulatory Matter and approximates as closely as possible the position of the Parties under the MSP, economically and otherwise, prior to such Regulatory Matter. If the Parties are unable to reach a new agreement within a reasonable period of time after the occurrence of the Regulatory Matter (or after its occurrence becomes reasonably certain), either Party may terminate the MSP upon thirty (30) days written notice to the other Party.
15. Governing Law:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without reference to its choice of law doctrine. The parties agree that the federal and state courts in Miami-Dade County, Florida will have exclusive jurisdiction and venue over this Agreement, and the parties hereby agree to submit to such jurisdiction and venue exclusively. Any cause of action by you with respect to the Website (and/or any information, documents, products or services related thereto) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions shall be subject to the limitations set forth in Article 26 and Article 27.
The intention of the Parties is to comply fully with all applicable laws and public policies, and this MSP Agreement shall be construed consistently with all laws and public policies to the extent possible. If and to the extent that any court of competent jurisdiction determines that it is impossible to construe any provision of the MSP consistently with any law or public policy and consequently holds that provision to be invalid, such holding shall in no way affect the validity of the other provisions of the MSP agreement, which shall remain in full force and effect. With respect to any provision in this MSP Agreement finally determined by such a court to be invalid or unenforceable, such court shall have jurisdiction to reform the MSP (consistent with the intent of the Parties) to the extent necessary to make such provision valid and enforceable, and, as reformed, such provision shall be binding on the Parties.
No failure by either Party to insist upon strict compliance with any term of the MSP, to exercise any option, enforce any right, or seek any remedy upon any default of the other Party shall affect, or constitute a waiver of, the first Party’s right to insist upon such strict compliance, exercise that option, enforce that right, or seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default; nor shall any custom or practice of the Parties at variance with any provision of the MSP Agreement affect or constitute a waiver of either Party’s right to demand strict compliance with all provisions of the MSP.
18. No Third-Party Benefit:
This MSP Agreement is intended for the exclusive benefit of the Parties and their respective successors and assigns, and nothing contained in the MSP shall be construed as creating any rights or benefits in or to any third party.
All notices required or desired to be given under this MSP Agreement to either Party shall be in writing and shall be deemed given when sent by United States mail, certified, return receipt requested, or by a nationally-recognized overnight delivery service, to such Party at its address set forth above or sent by facsimile transmission, with electronic confirmation, to the facsimile number for such Party set forth above. Either Party may change its address or facsimile number for notices under this MSP Agreement by giving the other Party notice of such change.
20. Assignment; Successors:
Neither Party shall assign this MSP Agreement, any interest in the MSP, or any rights or obligations under the MSP without the prior written consent of the other Party. Any purported assignment which does not comply with this provision shall be void. Subject to the foregoing, this MSP Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the successors and assigns of each Party.
The captions of the various articles and sections of this MSP Agreement are not part of the context of the MSP, are only labels to assist in locating and reading those sections and shall be ignored in construing the MSP.
22. Genders and Numbers:
When permitted or required by the context, all nouns used in this MSP Agreement shall include the same nouns in other numbers, and all pronouns used in the MSP shall include the same pronouns in other genders and numbers.
23. Entire Agreement:
This MSP Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes any previous agreements or understandings, written or oral, between the Parties. Except as provided in this MSP Agreement, the MSP shall not be changed or amended except by a writing signed by both Parties with respect to that subject matter. Except as permitted by this MSP Agreement or required by applicable law, the Program, as in effect for purposes of the MSP, shall not be changed or amended except with the consent of both Parties.
24. HIPAA Compliance:
Because (i) the Client is subject to, and is considered a "Client" under, the provisions of the privacy regulations, 42 C.F.R. Part 160 Subpart E (the "Privacy Regulations"), under HIPAA, and (ii) from time to time, in the course of providing the Marketing and Management Services to the Client under the MSP Agreement, the Service Provider may receive from the Client certain information relating to an Individual's physical or mental health that may constitute Protected Health Information (the "PHI") as defined in the Privacy Regulations, the Parties hereby agree to the following terms and conditions pursuant to which PHI that is provided, created, or received by the Service Provider from or on behalf of the Client, will be handled. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Privacy Regulations:
24.1 Obligations and Activities of the Service Provider
- The Service Provider agrees to not use or disclose PHI other than as permitted or required by the MSP Agreement, the Individual, or as required by law.
- The Service Provider agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this MSP Agreement.
- The Service Provider agrees to report to the Client any use or disclosure of the PHI not provided for by this MSP Agreement of which it becomes aware.
- The Service Provider agrees to ensure that any agent, including a subcontractor, to whom it provides PHI received from, created, or received by the Service Provider on behalf of the Client, agrees to the same restrictions and conditions that apply through this MSP Agreement to the Service Provider with respect to such information.
- The Service Provider agrees to make internal practices, including policies and procedures, relating to the use and disclosure of PHI received from, or created or received by the Service Provider on behalf of the Client, available to the Client, from time to time and upon reasonable notice from the Client.
- The Service Provider agrees to document such disclosures of PHI and information related to such disclosures as would be required for the Client to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528.
- The Service Provider agrees to provide to the Client or an Individual, from time to time and upon reasonable notice from the Client, information collected in accordance with Article 24 of this MSP Agreement, to permit the Client to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528.
24.2Except as otherwise stated in this MSP Agreement, the Service Provider may use or disclose PHI to perform functions, activities, or services for, or on behalf of, the Client as specified in the MSP Agreement, provided that such use or disclosure (i) would not violate the Privacy Rule if done by the Client, or the minimum-necessary policies and procedures of the Client, or (ii) where such use by the Service Provider has been previously authorized by the Individual who is the subject of the PHI.
24.3 Specific Use and Disclosure Provisions:
- Except as otherwise limited in this MSP Agreement, the Service Provider may use PHI for the proper management and administration of the Service Provider or to carry out the legal responsibilities of the Service Provider.
- Except as otherwise limited in this MSP Agreement, the Service Provider may disclose PHI for the proper management and administration of the Service Provider, provided that disclosures are Required By Law, or the Service Provider obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as Required By Law or for the purpose for which it was disclosed to the person, and the person notifies the Service Provider of any instances of which it is aware in which the confidentiality of the information has been breached.
- Except as otherwise limited in this MSP Agreement, the Service Provider may use PHI to provide Data Aggregation services to the Client as permitted by 45 C.F.R. 164.504(e)(2)(i)(B), and/or to third parties where the Service Provider has previously been authorized to do so by Individual.
- The Service Provider may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 C.F.R. 164.502(j)(1).
24.4 Obligations of the Client:
- The Client shall notify the Service Provider of any limitation(s) in its notice of privacy practices of the Client in accordance with 45 C.F.R.164.520, to the extent that such limitation may affect Service Provider's use or disclosure of PHI.
- The Client shall notify the Service Provider of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect the Service Provider's use or disclosure of PHI.
- The Client shall notify the Service Provider of any restriction to the use or disclosure of PHI that the Client has agreed to in accordance with 45 C.F.R.164.522, to the extent that such restriction may affect the Service Provider's use or disclosure of PHI.
- The Client herby represents and warrants that all PHI previously collected by the Client and provided to the Service Provider by same has been obtained with the knowledge and consent of Individual. The Client further warrants and acknowledges that it has proper authority to provide the Service Provider with said PHI.
24.5 Permissible Requests by the Client:
- The Client shall not request the Service Provider to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by the Client. Notwithstanding the foregoing, the Client agrees and accepts that the Service Provider may use or disclose PHI for data aggregation and/or management and administrative activities, as provided for in the MSP Agreement and/or authorized by Individual.
24.6 Termination of HIPAA Obligations:
- The obligations set forth under this Article 24 shall continue in effect until said obligations are terminated in accordance with the provisions of Section 220.127.116.11. found below, or the MSP Agreement between the parties terminates otherwise according to its terms, and all of the PHI provided by the Client to the Service Provider, or created or received by the Service Provider on behalf of the Client, is destroyed or returned to the Client, or, if it is infeasible to return or destroy PHI, protections are extended to such information, so as to prevent improper disclosure of same.
- Termination: The obligations set forth under this Article 24 shall no longer apply to a Party:
- If the other Party is named as a defendant in a criminal proceeding for a violation of HIPAA or the HIPAA Regulations; or
- If a finding or stipulation that the other Party has violated any standard or requirement of HIPAA or other security or privacy laws is made in any administrative or civil proceeding in which Contractor has been joined; or 18.104.22.168.3. If the other Party does not promptly enter into an amendment of the MSP Agreement that the requesting Party, in its sole discretion, deems sufficient to ensure that the Parties will be able to comply with the requirements of the Privacy Rule and the Health Insurance Portability and Accountability Act of 1996, Pub. L. No. 104-191.
- Termination: The obligations set forth under this Article 24 shall no longer apply to a Party:
Any ambiguity in this Article 24 shall be resolved to permit the Parties to comply with the Privacy Rule and in favor of a meaning that complies, is consistent with, and gives effect to all the provisions of this MSP Agreement.
The Service Provider reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this MSP Agreement and to impose new or additional rules, policies, terms, or conditions on the Client's use of the Marketing and Management Services by posting such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") on http://www.marijuanadoctors.com/content/legal/msp. Additional Terms will become effective when the Client next uses the site after the publication of said terms in accordance with this Article 25, or after 30 days from the date of such publication, whichever shall occur first. All Additional Terms are hereby incorporated into this Agreement by this reference.
26. DISCLAIMER; LIMITATION OF DAMAGES:
THE INFORMATION, CONTENT AND DOCUMENTS FROM OR PROVIDED BY THE SERVICE PROVIDER EITHER DIRECTLY OR THROUGH THE PRIMARY WEBSITE PLATFORM, ARE PROVIDED AS-IS, AS AVAILABLE, WITH ALL FAULTS, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING OUT OF THE COURSE OF DEALING OR PERFORMANCE). THE INFORMATION MAY CONTAIN ERRORS, PROBLEMS OR OTHER LIMITATIONS. THE SERVICE PROVIDER AND ITS AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR THE CLIENT'S USE OF ANY DOCUMENT, INFORMATION, SERVICE, OR THE PRIMARY WEBSITE PLATFORM. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, THE SERVICE PROVIDER, THE SERVICE PROVIDER’S AFFILIATED PARTIES, CONTRACTORS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, ATTORNEYS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS, ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF OR RELATING TO (1) THIS AGREEMENT, (2) ANY ERRORS IN OR OMISSIONS FROM THE PRIMARY WEBSITE OR FROM ANY SERVICES, PRODUCTS, OR DOCUMENTS OBTAINABLE THEREFROM, (3) THE UNAVAILABILITY OR INTERRUPTION OF THE PRIMARY WEBSITE OR ANY FEATURES THEREFROM, (4) THE CLIENT'S USE OR THE CLIENT'S INABILITY TO USE THE PRIMARY WEBSITE OR ANY DOCUMENTS PROVIDED BY SERVICE PROVIDER, (5) THE CONTENT CONTAINED ON THE PRIMARY WEBSITE EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE CLIENT RESIDES IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO THE CLIENT, AND THE CLIENT MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO THE CLIENT TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE THE CLIENT IS LOCATED, IF THE LAWS OF THE JURISDICTION WHERE THE CLIENT IS LOCATED APPLY AT ALL. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE SERVICE PROVIDER AND THE CLIENT. THE PRIMARY WEBSITE AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE CLIENT FROM THE SERVICE PROVIDER INDEPENDENTLY OR THROUGH THE PRIMARY WEBSITE PLATFORM OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT.
27. LIMITATIONS OF DAMAGES GENERALLY:
THE AGGREGATE LIABILITY OF THE SERVICE PROVIDER AND ANY SERVICE PROVIDER AFFILIATED PARTY, CONTRACTORS, EMPLOYEES, AGENTS, DIRECTORS, OFFICERS, ATTORNEYS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE MARKETING AND MANAGEMENT SERVICES AND THE PRIMARY WEBSITE PLATFORM AND/OR THE INFORMATION, DOCUMENTS AND SERVICES PROVIDED THEREIN OR ALONG WITH SAME SHALL NOT EXCEED $99 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH THE CLIENT MAY HAVE AGAINST THE SERVICE PROVIDER AND ANY AFFILIATED PARTY.
By e-signing the MarijuanaDoctors.Com quote, the Client automatically agrees to the Marketing Success Program Agreement in its entirety, not requiring a signature. This Marketing Agreement is made available to the Client when registering on the Service Providers section of MarijuanaDoctors.com as well as when they are sent a quote for any and all subscribed services.