DocDelta Inc. “DocDelta”, “we”, “our” or “us”, provides access to the DocDelta website the “Website”, and all current and future services, software and data accessed via the Website, including the DocDelta Platform and DocDelta Data and other services the “Services”. The Website and the Services are referred to together in these Terms & Conditions as the “Platform”.
These Terms & Conditions govern your use of the Platform & your “you” or “your” relationship with us. They apply solely to the Platform and not to any other website or any offline activities of DocDelta (unless stated). By accessing or using the Platform (including but not limited to accepting, uploading, submitting or downloading any information or content from or to the Website and/or use of the Services) you agree to be bound by these Terms & Conditions.
Changes to the Platform and the Terms & Conditions
- We reserve the right to add, delete or amend parts of these Terms & Conditions at our sole discretion and at any time without prior notice to you. We will post any changes to the Terms & Conditions on this page and will indicate the effective date of the revised Terms & Conditions at the top of the page. It is important for you to refer to these Terms & Conditions from time to time to make sure that you are aware of any changes that we may have made. By continuing to use the Platform you are agreeing to be bound by the revised Terms & Conditions.
Description of the Website and the Services
Access to the DocDelta Platform currently provides Authorized Users the ability to electronic access, to search, view and download aspects of DocDelta Data, via a Profile Credits system subject to the Terms set forth herein and defined below.
- “Authorized User(s)” means a natural person who is an employee of a Company or legal Organization who has set-up an account and been screened and accepted by DocDelta. Company may designate a natural person who is not an employee of Company (i.e. an independent contractor) as an Authorized User only with DocDelta’s prior written permission and only where such person is contractually obligated to comply with Company’s instructions regarding access to and use of Platform.
- "DocDelta Data” means the data elements including but not limited to: Name, Address, Specialty, Job title, NPI, employer data, contact data, email, phone, social network, medical prescription data, durable equipment data, technology usage and billing data made available by DocDelta to the Authorized Users via the Platform.
- “Profile Credit(s)” means a credit allotment that is used to provide Authorized Users with contact information including a verified email address for one contact. Profile Credits as provided for in the Subscription Plans pursuant to the terms of this Agreement and are consumed by Authorized Users on an as required basis. If DocDelta is not able to find an email address, then the Authorized user may still view a DocDelta Profile and the credit cost will be waived in this instance.
- “DocDelta Profile(s)” is a set of compiled DocDelta Data relating to a single person or Company.
- “DocDelta Platform” or “Platform” means the service provided by DocDelta whereby Authorized Users to have electronic access to search and/or view DocDelta Data, subject to the Terms set forth herein. It is intended to pertain to all services that are the subject of a Subscription Plan that involve direct electronic access by Authorized User to DocDelta Platform.
- “Company Data” means any Confidential Information of a Company or Organization and any information regarding a Company’s Authorized Users provided to DocDelta in connection with this Agreement
- We may impose limits on certain features and/or restrict access to parts of or all of the Platform without notice or liability to you or any third party.
- Access to the DocDelta Platform currently provides Authorized Users the ability to electronic access, to search, view and download aspects of DocDelta Data, via a Profile Credits system subject to the Terms set forth herein and defined below.
Subscription plans, payments & termination.
DocDelta provides its Services to Authorized users via Subscription Plans, that is, in which Authorized users pay DocDelta at regular intervals (e.g., monthly or yearly) for services rendered during that Period. Defined below:
- “Subscription Plans”, “Plan”, “Plans” are the pricing plans and the features they include, listed on DocDelta’s website at https://docdelta.com/pricing. These plans may have different Periods, Prices, and associated services. You may subscribe to DocDelta’s Plans directly through the Platform or by way of private agreement with DocDelta. In so doing, the Authorized user agrees to the payment terms set forth in the description of the Plan at the time of the agreement.
- “Signup Date” is the date and time, in the Authorized user’s local time zone, on which the Authorized user subscribes to one or more of DocDelta’s Plans.
- “Periods” refers to the time interval over which services are delivered and the time interval for which payment from the Authorized user is required.
- “Renewal Date” is the date and time, in the Authorized user’s local time zone, on which the Authorized user renews their subscription to one or more of DocDelta’s Plans.
- “Termination Date” is the date and time, in the Authorized user’s local time zone, on which the Authorized user’s contract with DocDelta ends, and subsequent to which there is no continued subscription agreement. Unless stated otherwise, the “Termination Date” is one Period’s length subsequent to the Renewal Date or the Signup Date, whichever is later.
- Subscriptions to the Plans are presumed to be ongoing. That is, they will be renewed in perpetuity, for the Period stated in the plan (monthly or yearly), and subject to the terms of the plan unless and until expressly stated and agreed to otherwise and a Termination Date is agreed.
- Neither DocDelta nor the Authorized user is under any obligation to renew the user’s Plan beyond the Termination Date.
- Either DocDelta or the Authorized user may elect to terminate the Authorized user’s Plan, for any reason and at any time during the Period of service. In such case, the Termination date will be the final date of service, and the plan will not be renewed following that date.
- In order to cancel or terminate the plan, the user or DocDelta must communicate by email the intention to cancel the plan at least 24 hours prior to the renewal of the plan—i.e., 24 hours prior to the Termination Date. In the case of email communication, such messaging must take place between the Authorized user’s official email address (the email address associated with the Authorized user’s DocDelta account) and DocDelta’s email address (firstname.lastname@example.org).
- If the user cancels prior to the end of the Plan’s Period, the user cannot expect—and DocDelta is under no obligation to provide—a refund or proration of payment for the time remaining on the period.
- Upon termination, cancellation or other expiration of this Agreement,DocDelta agrees to terminate access DocDelta Data, DocDelta Profiles and DocDelta Platform, all credit card records and other files of the Authorized user passwords and individual accounts will be removed, and all information that has been uploaded into DocDelta’s systems by Authorized User may be destroyed.
- Upon termination cancellation or other expiration of this Agreement, The Authorized User agrees to destroy any and all copies of DocDelta Data, DocDelta Profiles and any information it has obtained from Platform, whether in hard copy or electronic form, and certify compliance with this provision. For the purposes of clarity breach of this provision will be deemed a material breach of the Agreement.
- Payment is due from the user at the commencement or renewal of each plan’s period, following any free trial period. So, for example, a user who signs up for the ‘Growth Annual’ plan, will pay for a year’s worth of DocDelta’s Services at the start of the user’s plan, following any trial period specified by that plan. Unless expressly agreed otherwise, payment must be made in full using DocDelta’s preferred payment provider through credit or debit cards on the Platform.
- On DocDelta’s website or in other communications, Plans will state their prices for the period of service, and may also state an effective monthly price or overall discount. For example, the ‘Growth Annual’ plan is stated as ‘$30 per month billed yearly’. That is, the Period is one year; it is a year’s worth of service, and the user will be billed $30 x 12 (months) = $360 at the commencement of the Period. This is contrasted with the ‘Growth Monthly’ Plan, for example, in which the Period is one month, and the price is, according to the Plan, $40 per month, billed monthly.
- In order for the user’s account to be in good standing, payment must be made in a timely way, that is, within two weeks of the commencement or renewal of the plan. If the user fails to render payment in this time frame, the user will be considered delinquent. In case of delinquency, DocDelta reserves the right to suspend service to the user, which may include revoking access to the Platforms.
- In exchange for timely payment, DocDelta agrees to provide the services described in the plan, as far as is reasonably possible, and subject to the Terms and Conditions.
- The terms of the Plans may change from time to time, for example, to reflect a change in price or services. Such changes shall not be imposed upon the user without adequate notice—that is, notice must be given no less than 72 hours prior to the Termination Date. Such changes will generally be effective only in the next billing cycle, and thus, at the time of notice these changes will not affect the user’s existing Plan or service agreement. Should the user actively acquiesce to the new plan, or passively permit the plan to renew, the user will be understood to have entered into a new subscription to the new Plan; DocDelta and the user will be bound by the terms of that Plan.
- DocDelta provides its Services to Authorized users via Subscription Plans, that is, in which Authorized users pay DocDelta at regular intervals (e.g., monthly or yearly) for services rendered during that Period. Defined below:
License & Profile Credits.
- DocDelta grants the Authorised User a non-exclusive, non-assignable and non-transferable license to use Platform and number of Profile Credits as provided for in the Subscription Plans pursuant to the terms of this Agreement.
Authorized Users Obligations.
- As an Authorized User of the Platform you will need to provide accurate account information to DocDelta such as names, work email addresses and telephone numbers. It is important that you keep these details current so we may keep you informed of changes and updates to your account.
- Authorized User represents, warrants, and covenants that it will not, in connection with its use and access of Platform commit or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate law.
- Each Authorized User will be provided with or choose their own unique username and password. Such usernames and passwords may not be shared, any may not be used under any circumstances by anyone who is not an Authorized User to gain access to Platform. In the event Authorized User credentials are shared with non-Authorized Users, Authorized Users shall be liable to pay additional fees for all non-Authorized Users at its then-current annual license fee, due upon receipt of DocDelta’s invoice or 30 days via the credit card on file whichever is shorter.
- Equitable utilization limitations. Authorized user agrees not to run such number of queries or visit such number of DocDelta Profiles as to exceed reasonable equitable utilization limitations, or share its access to Platform, or DocDelta Data with third parties in any way. The concept of equitable utilization is intended to include, but not be limited to, manual use of Platform by individual Authorized Users and not by any automated or electronic tools. Should DocDelta determine that Authorized User has run queries in excess of what reasonably can be undertaken manually by the number of individual Authorized Users, it shall be conclusively presumed that automated or electronic tools were used in violation of this Agreement. For the purpose of clarity use of automated or electronic tools will be deemed a material breach of this Agreement.
- Use of Platform. Authorized User is permitted to use DocDelta technology solely for the purpose of accessing and using Platform as permitted by this Agreement. Authorized User will not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive the source code from any of the DocDelta technology; (ii) reproduce, modify, create, or prepare derivative works of any of the DocDelta technology or related documentation; (iii) distribute or display any of the DocDelta technology or related documentation other than to Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to the DocDelta technology, or use the DocDelta technology to operate any similar business; or (v) alter, destroy, or otherwise remove any proprietary notices or labels on or embedded within or on DocDelta’s technology or related documentation: (vi) violate the security of Platform including: attempt to test, crash, scan, probe or hack, or to breach security, encryption or other authentication measures of Platform or any network used by Platform.
- Oversight. DocDelta monitors usage of Platform to ensure compliance with the provisions of this Agreement. Such oversight includes, but is not limited to data seeding.
- Support. DocDelta will provide reasonable assistance levels of continuing support to assist Authorized Users in accessing Platform.
- Company Data. DocDelta will maintain administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of Company Data, which will include, but not be limited to, measures for preventing access, use, modification or disclosure of Company Data by DocDelta except: (i) to perform its obligations under this Agreement; (ii) as compelled by law; or (iii) as Company expressly permits in writing.
- Each party acknowledges that, in performing its duties and obligations under this Agreement, it may receive disclosure of the valuable, confidential, unique, and proprietary information of the other party (“Confidential Information”). Except as provided in this Agreement or as reasonably required to perform its duties and obligations under this Agreement or as otherwise required by applicable law, legal process, regulation or stock exchange rule, neither party will, directly or indirectly, disclose, sell or otherwise transfer or make available to any third party, or use for any purpose, any Confidential Information of the other party.
- Confidential Information will not include (a) any information that is or becomes generally available to the public, other than as a result of a breach of this Agreement, (b) any information that is lawfully obtained from a third party with the right to disclose such information, (c) information independently developed by a recipient of such information without use of or reference to such information, (d) any information required to be disclosed pursuant to applicable legal law, legal process, regulation or stock exchange rule, or (e) information otherwise agreed to in writing by the parties.
- The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this section.
- All Confidential Information shall be returned to the disclosing party or destroyed upon the earlier of: (i) the termination or other expiration of this Agreement; or (ii) receipt by the receiving party of a written request from the disclosing party. If the Confidential Information is destroyed, receiving party shall provide disclosing party with a written certificate of destruction, upon request.
- Notwithstanding anything in this Agreement to the contrary, no party shall be required to destroy or erase any general electronic archive or back-up tapes that are routinely kept by such party or its representatives in the ordinary course of business pursuant to records retention policies or “litigation holds” on destruction of documents imposed by its counsel in connection with pending or threatened litigation. Any Confidential Information that is not returned or destroyed, including without limitation any oral Confidential Information, shall remain subject to the confidentiality obligations set forth in this Agreement.
- Data Ownership. DocDelta owns all right, title and interest in and to Platform, including without limitation all patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights and any goodwill associated with Platform. This Agreement does not grant to Authorized User any ownership right, title or interest in Platform. Authorized User may not use Platform to create any derivative work, service or product.
- Intellectual Property. Authorized User will not knowingly infringe or encourage, permit or facilitate the infringement of DocDelta’s Intellectual Property. For the purposes of this Agreement, Intellectual Property means all proprietary rights of every kind and nature, whether now existing or hereinafter created, including all rights and interests pertaining to or deriving from (a) patents, copyrights, inventions, works, know-how, processes, procedures, methods, trade secrets, technology, proprietary information, databases, software, and web-sites; (b) trademarks, trade names, service marks, service names, brands, trade dress and logos, and goodwill and activities associated therewith; (c) domain names, rights of privacy and publicity, moral rights, and proprietary rights of any kind or nature; and (d) any and all registrations, applications, recordings, licenses, common-law rights relating to any of the foregoing, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto.
- Authorized User will indemnify, defend and hold harmless DocDelta and its officers, directors, employees, and agents from and against any and all direct third party claims, including reasonable out-of-pocket attorneys’ fees and payment of damages awarded by a court of competent jurisdiction in a non-appealable final judgment or agreed to in settlement, resulting from the gross negligence or willful misconduct of the indemnifying party.
- Disclaimer. DOCDELTA DISCLAIMS ALL WARRANTIES OF ANY KIND EXPRESS OR IMPLIED OR STATUTORY WITH RESPECT TO PLATFORM, AND THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION OR DATA ACCURACY OR ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. PLATFORM IS MADE AVAILABLE TO AUTHORIZED USERS AND ITS EMPLOYEES AND PARTICIPANTS ON AN “AS-IS”, “AS AVAILABLE” AND “WITH-ALL-FAULTS” BASIS. DOCDELTA DOES NOT AND CANNOT GUARANTEE THE AVAILABILITY OF PLATFORM OR THE ACCURACY OR APPROPRIATENESS OF INFORMATION PROVIDED VIA PLATFORM. AUTHORIZED USER HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY OF DOCDELTA, AND NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY DOCDELTA SHALL CREATE ANY REPRESENTATION OR WARRANTY.
- Consequential and Other Damages. IN NO EVENT SHALL DOCDELTA OR ANY LICENSORS OF DOCDELTA BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, WHICH MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER EITHER PARTY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, OR WHETHER CLAIMS ARE BASED OR REMEDIES ARE SOUGHT IN CONTRACT OR TORT OR OTHERWISE.
- Cap On Damages. EXCEPT IN THE EVENT OF DOCDELTA’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, CLAIMS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7 AND DOCDELTA’S INTENTIONAL BREACH OF SECTION 5 OR A MATERIAL BREACH OF SECTION 6, IN NO EVENT SHALL DOCDELTA OR ITS LICENSORS’ TOTAL CUMULATIVE LIABILITY FOR ANY DAMAGES TO EACH OTHER OR ANY OTHER ENTITY EVER EXCEED THE AGGREGATE FEES PAID BY AUTHORIZED USER TO DOCDELTA IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.
- Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of New York without regard to the choice of law provisions thereof, and the Parties agree to the exclusive jurisdiction and venue of the federal and state courts located in New York with respect to any dispute arising in connection herewith. In the event of any dispute arising under this Agreement, the prevailing party shall be entitled to recover its reasonable costs and expenses, including reasonable attorney fees.
Notices. Unless other expressly specified or permitted by terms hereof, any notice request, demand, claim, deliveries of documentation, or other communication to be delivered pursuant to or in connection with this Agreement shall be in writing and shall be sent by certified mail, return receipt requested, postage prepaid; telegraph; facsimile or electronic transmission; cable; or overnight courier to the following addresses (or to such other address as a party to receive such notice shall specify to the other parties hereto in accordance with the provisions of this section):
If to DocDelta:
New York, NY 10013
- Equitable Relief. Authorized Users and DocDelta understand and agree that, in addition to money damages, either party may be entitled to equitable relief where appropriate, without the obligation to post a bond, upon breach of any provision of this Agreement.
- Publicity. Authorized Users hereby authorizes DocDelta to use their Employer Company or Organizations name and logo for its marketing efforts unless and until such authorization is revoked in writing.
- Compliance with the Law. The Parties agree to comply with all applicable legal requirements, including without limitation, any federal and state privacy laws applicable to this Agreement.
- Entire Agreement. This Agreement, including all exhibits and attachments hereto contains the entire written agreement of the Parties in connection with the subject matter hereof, and supersedes all prior and contemporaneous oral and written agreements, understandings and negotiations.
- Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs, personal representatives, legal representatives, and permitted assigns.
- Waiver, Amendment or Modification. The waiver, amendment or modification of any provision of this Agreement or any right, power or remedy hereunder will not be effective unless made in writing and signed by both Parties.
- Relationship Between the Parties. Nothing contained in this Agreement will be construed to make one party the partner, joint venturer, principal, agent or employee of the other party hereto. Neither party will have the express or implied authority to act for or on behalf of the other party.
- Counterparts/Facsimile/PDF Transmission. This Agreement may be executed in any number of counterparts, each of which will be considered an original, with the same effect as if the Parties or their representatives signed the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or PDF shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.
- Severability. In the event that any one or more of the provisions contained in this Agreement shall be declared invalid, void or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect, and such invalid, void or unenforceable provision shall be interpreted as closely as possible to the manner in which it was written. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought.
- Survival. The following provisions shall survive any termination or expiration of this Agreement: 4, 6, 7, 8 and 11.
- Headings. The section and other headings continued in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of any provisions of this Agreement.