The website located at https://g9md.tv (the "Site") is a copyrighted work belonging to G9MD, Inc. Through the Site, G9MD provides live and on-demand content streaming, social networking, advertising, monetization, subscription, and related services for healthcare that enable the sharing of live and recorded video and audiovisual content, chat, and other services streamed over the Internet and other data delivery means to Internet-connected computers, mobile devices, TV's, and other devices.
Where the option is made available to you to agree to these Terms (the "I Agree Option"), and by using the G9MD.TV Service, or your account, you understand that by clicking the I Agree Option check box you accept these Terms and you represent and warrant that you have the right, authority, and capacity to enter into these Terms on behalf of yourself or the entity you represent. If you do not agree with all the provisions of these Terms, do not click the I Agree Option or access the Site and use the G9MD.TV Service.
The G9MD.TV Service has certain functionality to search for and incorporate video and other content that is available on third party websites unrelated to G9MD (the "Search Function"). For clarity, the disclaimer of warranties in Section 14 applies to the Search Function. G9MD has no responsibility for any content found on such third-party sites, and G9MD does not review, clear, or approve any such content. It is your sole responsibility to comply with any applicable Terms and conditions of the third-party website operators when using such content. Additionally, as with any content uploaded by you to the G9MD.TV Service, with respect to any content that you find on third-party websites through the Search Function, it is your sole responsibility to comply with applicable laws and to respect the rights of the owners and licensors of such content. Finding third-party content using the Search Function does not, in and of itself, give you any rights whatsoever to use such third party content in any way, and, without limiting the indemnification in Section 16, below, you hereby indemnify and hold harmless G9MD for any losses or liabilities arising out of your use of the Search Function or third party content.
8.1 Age Limitations and Eligibility
You must be 18 years of age, or the age of majority in your province, territory or country, to become a registered "Member" of the G9MD.TV Service. Individuals under the age of 18, or applicable age of majority, may utilize the G9MD.TV Service only with the involvement of a parent or legal guardian, under such person's account and otherwise subject to these Terms.
In order to access certain features of the G9MD.TV Service, and to post user submissions, you must create a G9MD.TV Account and become a Member. Members may purchase access to Premium Content (defined and further described in the "Fees and Payment" section). If you are not a Member you may browse all areas of the Site or use the parts of the G9MD.TV Service that are not limited to Members.
When you register, you will be asked to provide information including, but may not be limited to, your first and last name, your mobile telephone number, and a secure password of your choice. If you create an account on the G9MD.TV Service and become a Member:
a. You agree that the information that you provide to G9MD upon registration, and at all other times will be true, accurate, current and complete. You may not use false identities or impersonate any other person or use a username, mobile telephone number or password that you are not authorized to use;
b. You agree not disclose your password to any third party;
c. You agree that you will be solely responsible and/or liable for safeguarding and maintaining the confidentiality of your password or other account identifiers which you choose, and all activities or actions that occur under your password or account identifiers, whether or not you have authorized such activities or actions;
d. You agree to immediately notify G9MD of any loss of your password or account identifiers and any breach of security or unauthorized use of your password, account identifiers, or account;
e. You agree to never use another Member's account without permission;
f. You agree to take reasonable precautions in all interactions with other Site Users or Members, particularly if you decide to meet a Site User or Member offline, or in person; and,
g. You agree not to post, upload, stream, broadcast or otherwise make available to or on the G9MD.TV Service or G9MD Application and Content that is in violation of the Health Insurance Portability Act ("HIPAA Privacy Rule") or any governmental regulation that establishes standards and appropriate safeguards that protect the privacy of health information, and sets limits and conditions on the uses and disclosures that may be made of such information without patient authorization.
8.3 Communication Preferences
By using the G9MD.TV Service, you consent to:
a. Electronic means to complete these Terms and to provide you with any notices given pursuant to these Terms;
c. Electronic means to store information related to these Terms and/or your use of the G9MD.TV Service.
8.3.1. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy.
8.4. Special Terms for Users
The G9MD.TV Service is available to both free and premium Users. Users who do not pay G9MD for access to the Site and G9MD.TV Service (the "Free G9MD.TV Service") are "Free Users."" Users who pay G9MD for membership plans to access additional features, functionality, or services on the Site and G9MD.TV Service (the "Premium G9MD.TV Service") are "Premium Users." We offer a certain amount of bandwidth to Users, as set forth on the G9MD.TV Service. If we notice that you are using a large amount of bandwidth, we may require you to upgrade to the Premium G9MD.TV Service if you are a Free User, or a higher tier of the Premium G9MD.TV Service, if you are already a Premium User.
Certain areas of the Site and G9MD.TV Services (and your access to or use of Content may have different Terms and conditions posted or may require you to agree with and accept additional Terms and conditions. If there is a conflict between these Terms and Terms and conditions posted for a specific area of the Site, G9MD.TV Services or Content, the latter Terms and conditions will take precedence with respect to your use of or access to that area of the Site, G9MD.TV Services or Content.
8.5. Interactions Between G9MD Users
8.5.1 You are solely responsible for your interactions (including any disputes) with other G9MD Users. You understand that G9MD does not in any way screen G9MD Users. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the G9MD.TV Service and disclosing personal information to other G9MD Users. You agree to take reasonable precautions in all interactions with other G9MD Users, particularly if you decide to meet a G9MD User offline, or in person.
8.5.2 Your use of the G9MD.TV Service, Content and any other information or other materials made available through the G9MD.TV Service is at your sole risk and discretion and G9MD hereby disclaims any and all liability to you or any third party relating thereto. G9MD reserves the right to contact Members, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms. You agree to cooperate fully with G9MD to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized G9MD representatives access to any password-protected portions of your G9MD account.
8.5.3 G9MD may, in its sole discretion, review and/or record chat exchanges and/or other communications engaged in via the G9MD.TV Service, in accordance with applicable law, in order to evaluate compliance with the rules and policies set forth in these Terms or as otherwise technically necessary.
8.5.4 If you ever believe that a G9MD User is acting contrary to this policy, has violated the law or is defrauding, threatening or endangering you, herself or himself or a third party, we urge you to immediately contact the appropriate law enforcement authorities directly for help. G9MD will cooperate with any law enforcement officials or court order requesting or directing us to disclose the identity of anyone broadcasting or otherwise making available any materials that are believed to violate these Terms. Without limiting any other remedies G9MD may have, G9MD may terminate your account and/or use of the G9MD.TV Service, if G9MD becomes aware that you have violated these Terms.
8.5.5 The Site and G9MD.TV Service are not designed to comply with any specific governmental regulations or specific security measures. You agree not to input content that may be subject to any such regulations or that require additional security measures. You are responsible for all necessary permissions to include content in the G9MD.TV Service and you grant G9MD permission to use, store and process the content in the G9MD.TV Service. The Site and G9MD.TV Service are not intended for the storage or receipt of any: 1) personal data and other data, the loss of which would trigger a data breach notification requirement, or 2) health information, including without limitation individually identifiable health information as defined under the Health Information Portability and Accountability Act of 1996, as amended. You will be responsible for all costs G9MD may incur relating to any such information made available by you to the G9MD.TV Service, including those arising out of any third party claims.
8.6. Release For Disputes Between Users
G9MD.TV does not control the actions of its Users. If you have a dispute with one or more Users, to the fullest extent permitted by law, you release G9MD (and G9MD's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
8.7. Account Termination
8.7.1 G9MD may immediately terminate or suspend your access to the G9MD.TV Service and remove any material (including User Submissions and Produced Content) from the Site or our servers, in the event that you breach these Terms. Notwithstanding the foregoing, we also reserve the right to terminate the G9MD.TV Service or your access thereto at any time and for any reason. In addition, G9MD may notify authorities or take any actions it deems appropriate, without notice to you, if G9MD suspects or determines, in its own discretion, that you may have or there is a significant risk that you have:
a. failed to comply with any provision of these Terms or any policies or rules established by G9MD; or
b. engaged in actions relating to or in the course of using the G9MD.TV Service that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, G9MD.TV Users, the G9MD. TV Service, G9MD, or any other third parties.
8.7.2 G9MD reserves the right to decide whether Content violates these Terms for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. G9MD may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a User's account for submitting such material in violation of these Terms. G9MD will terminate a User's access to the G9MD.TV Service if, under appropriate circumstances, the User is determined to be a repeat copyright infringer.
8.7.3 You may terminate your G9MD.TV Service account at any time and for any reason. Please contact admin@G9MD.TV to terminate and permanently delete your account. Upon any termination, the related account will no longer be accessible. After any termination, you understand and acknowledge that G9MD will have no further obligation to provide you with access to the G9MD.TV Service. Upon termination, all licenses and other rights granted to you by these terms will immediately cease. G9MD is not liable to you or any third party for termination of the G9MD.TV Service or termination of your use of the G9MD.TV Service. Upon any termination or suspension, any information (including User Submissions and Produced Content) that you have submitted on the Site, or that which is related to your account may no longer be accessed by you. Furthermore, G9MD will have no obligation to maintain any information stored in our database related to your account or to forward any information to you or any third party.
8.7.4 Any suspension, termination or cancellation will not affect your obligations to G9MD under these Terms (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
9. YOUR USE OF CONTENT
In addition to the general permissions, restrictions and prohibited uses above, the following restrictions and conditions apply specifically to your use of Content:
9.1 Copyrighted Materials: No Unauthorized Use
The Content on the G9MD.TV Service, and the trademarks, service marks and logos ("Marks") on the G9MD.TV Service, are owned by or licensed to G9MD, subject to copyright and other intellectual property rights under the law.
You agree that Content you submit to the G9MD.TV Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material, or you are otherwise legally entitled to post the material and to grant G9MD all of the license rights granted herein. You further agree that you will not use the site or services to transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. G9MD has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of Users who repeatedly infringe or are believed to be infringing the rights of copyright holders.
9.2 Content Is Provided To You AS IS
You may access Content for your information and personal use solely as intended through the provided functionality of the G9MD.TV Service and as permitted under these Terms. You shall not download any Content unless you see a "download" or similar link displayed by G9MD on the G9MD.TV Service for that Content. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of G9MD or the respective licensors of the Content. G9MD and its licensors reserve all rights not expressly granted in and to the G9MD.TV Service and the Content.
You understand that when using the G9MD.TV Service, you will be exposed to Content from a variety of sources, and that G9MD is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against G9MD with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless G9MD, its owners, officers, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the G9MD.TV Service.
9.3 Your Produced Content and Conduct
G9MD will use all reasonable commercial efforts to maintain the security of your Produced Content. As a User of the G9MD.TV Service and any G9MD Application, you understand, however, that G9MD does not guarantee any confidentiality with respect to any Produced Content you submit.
As a User, depending on the type of G9MD.TV Platform Plan you subscribe to, you may post, submit, stream, upload, and/or publish Content to the G9MD.TV Service, including, but not limited to, user comments, pictures, images, videos, and video ads. You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the G9MD.TV Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to G9MD all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the G9MD.TV Service pursuant to these Terms.
The G9MD.TV Service provides a system and method for Premium Users to produce and distribute authorized live and pre-recorded audiovisual content (the "Audiovisual Content"). The G9MD.TV Service permits its Premium Users to create, upload, edit, organize, publish, display, share, promote, and or advertise Content of their own creations, including Audiovisual Content, written works posted on discussion or message boards, chat rooms, live chat and blogs, and any other Content, including without limitation, videos, music, images, and text (collectively, "Produced Content"). Produced Content, which includes Audiovisual Content, and is distributed via the G9MD.TV Service (in accordance with the Terms herein) may sometimes be published to and incorporated into a Channel. You retain ownership of any rights you may have in your Produced Content. Submitting your Produced Content to the G9MD.TV Service does not transfer ownership of your rights.
G9MD.TV reserves the right to limit the number of Users who contribute any elements of Produced Content for a Channel created by using a G9MD.TV Premium Service account (such Users, "Contributors"). Restrictions on Contributors, if any, shall be set forth in these Terms with respect to your use of the Premium G9MD.TV Service.
You also hereby grant each user of the G9MD.TV Service a non-exclusive license to access your Content through the G9MD.TV Service, and to use, reproduce, distribute, publish, prepare derivative works of, display and perform such Content solely as permitted through the functionality of the G9MD.TV Service and under these Terms. The above licenses granted by you in video Content you submit to the G9MD.TV Service terminate within a commercially reasonable time after you remove or delete your videos from the G9MD.TV Service. You understand and agree, however, that G9MD may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you in User Comments you submit are perpetual and irrevocable.
You further agree that you will not submit to the G9MD.TV Service any Content or other material that is contrary to the G9MD.TV Community Guidelines, which may be updated from time to time, or contrary to applicable local, national, and international laws and regulations.
G9MD does not endorse any Content submitted to the G9MD.TV Service by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and G9MD expressly disclaims any and all liability in connection with Content. G9MD does not permit copyright infringing activities and infringement of intellectual property rights on the G9MD.TV Service, and G9MD will remove all Content if properly notified that such Content infringes on another's intellectual property rights. G9MD reserves the right to remove Content without prior notice at its sole discretion.
9.4 Terms for All Users
You acknowledge and agree that:
a. Your Produced Content does not and will not violate any of the "Prohibited Uses" set forth in Section 5 of these Terms;
b. Violators of third-party rights may be subject to criminal and civil liability. G9MD.TV reserves all rights and remedies against any Users who violate these Terms;
c. You understand that G9MD reserves the right to discontinue any aspect of the G9MD.TV Service at any time, including the right to discontinue the display of any Produced Content or linked or embedded content either generally or in specific cases;
d. For the avoidance of doubt, you are not entitled to any compensation from G9MD for any Produced Content, for any reason;
e. Your Produced Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the G9MD.TV Service.
9.4.1. The rights granted in this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform sound recordings (and the musical works embodied therein), all on a royalty-free basis. In addition, if you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post or transmit such sound recordings to or through the G9MD.TV Service unless you have all necessary rights, authorizations, and permissions with respect to such embedded musical works that grant you sufficient rights to grant the licenses to G9MD under these Terms.
9.4.2. If you are a composer or author of a musical work and are affiliated with a performing rights organization (a "PRO"), then you must notify your PRO of the royalty-free license you grant through these Terms to G9MD. You are solely responsible for ensuring your compliance with the relevant PRO's reporting obligations. If you have assigned your rights to a music publisher, then you must obtain the consent of such music publisher to grant the royalty-free license(s) set forth in these Terms or have such music publisher enter into these Terms with us. Just because you authored a musical work (e.g., wrote a song) does not mean you have the right to grant us the licenses in these Terms.
9.4.3. You are solely responsible for all of your Produced Content and you hereby recognize and affirm that the G9MD.TV Service is merely providing you the means to produce and distribute your Produced Content. Accordingly, you shall be solely responsible for your own Produced Content and the consequences of posting or publishing it. You hereby affirm, represent, and warrant that:
a. You are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize G9MD and Users to use and distribute your Produced Content as necessary to exercise the rights and licenses granted by you in these Terms and in the manner contemplated by G9MD and these Terms.
b. Your Produced Content does not and will not:
1. infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or
2. slander, defame, libel, or invade the right of privacy, publicity or other rights of any person or entity.
3. G9MD.TV does not control your Produced Content posted by you and does not have any obligation to monitor such content for any purpose. You acknowledge that you are solely responsible for your Produced Content and any other material that you submit to G9MD.TV.
To the fullest extent permitted by law, you specifically acknowledge that g9md shall not be liable for produced content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.
10.1 License Grant
G9MD does not claim ownership rights in your Produced Content. For clarity, you retain all of your ownership rights in your Produced Content. However, by uploading, streaming, submitting, emailing, posting, publishing or otherwise transmitting any User Submission to the G9MD.TV Service:
10.1.1 If you are a Free User, you:
a. grant G9MD a perpetual, worldwide, non-exclusive, royalty-free, fully paid, sub-licensable, irrevocable right and freely transferable license under all rights necessary to host, transmit, use, reproduce, distribute, prepare derivative works based on, edit, display, perform, sell, and otherwise exploit your User Submissions solely in connection with the G9MD.TV Service and G9MD's (and its successor's) business, including without limitation for promoting and redistributing part or all of the G9MD.TV Service (and derivative works thereof) in any media formats, media channels, and through any media platform, SNS or medium, now or hereafter in existence. For the avoidance of doubt, the foregoing license includes, but is not limited to, the right to reproduce, distribute, display, perform, make derivative works from, or otherwise exploit your Produced Content in proximity with or in connection with any third party content.
10.1.2 If you are a Premium User, you:
a. grant G9MD a perpetual, worldwide, non-exclusive, royalty-free, fully-paid, sub-licensable, irrevocable right, and freely transferable license under all rights necessary to host, transmit, use, reproduce, distribute, prepare derivative works based on, edit, display, modify, adapt, perform, publish, broadcast, sell, and otherwise exploit such User Submissions and produced Content solely in connection with the G9MD.TV Service (and derivative works thereof) in any form, media formats, media channels, and through any device, media platform, SNS, or technology now known, later developed, or hereafter in existence, including without limitation on third party websites and platforms where the G9MD.TV Service is syndicated. For example, G9MD will have the right to insert, place or include all types of advertisements within or around your User Submissions, including without limitation to running or streaming pre-rolls, mid-rolls, post-rolls, overlays, banners, campaign and companion ads and any other type of advertising units in connection with your User Submission. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the foregoing licenses to G9MD. You agree to execute and deliver such documents and provide all assistance reasonably requested by G9MD to give to G9MD the full benefit of the rights granted to G9MD by you. For the avoidance of doubt, the foregoing license includes, but is not limited to, the right to reproduce, distribute, display, perform, make derivative works from, or otherwise exploit your Produced Content in proximity with or in connection with any third party content;
b. acknowledge that, in connection with the G9MD.TV Service, G9MD will store your Produced Content on your behalf for use on your Channel or by your account (whether enabled and displayed via the Video Player or the Embeddable Video Player), but that while G9MD will use reasonable commercial efforts (including, but not limited to end-to-end encryption ("E2EE") of live and video-on-demand ("VOD") Produced Content, integration with third-party DRM key-management service providers to deliver license keys to the G9MD.TV Service during encryption and to the viewer's device during playback, and use of 256-bit Secure Sockets Layer ("SSL") certificates) to maintain the security of your Produced Content in transit and at rest with respect to the G9MD.TV Service, G9MD does not guarantee that Users will not be able to access, download or otherwise manipulate or copy such Produced Content;
c. agree that G9MD shall have the right to market and promote your Channel and related producer marks in connection with the G9MD.TV Service, including by including your Produced Content in search results on the G9MD.TV Service, unless you elect to not have your Produced Content indexed. "Producer Marks" means trademarks, trade names, service marks, logos and other indicia of source or business identifiers used by you and uploaded as part of your Produced Content. In accordance with the grant of such rights and subject to this Agreement, you hereby grant G9MD a royalty-free, non-exclusive, worldwide right and license to use, reproduce and display the Producer Marks solely in connection with the marketing and promotional considerations contemplated by this Agreement. G9MD in using the Producer Marks, will comply with any trademark usage guidelines that you may provide to G9MD in writing from time to time. You reserve all other rights in and to the Producer Marks, and all goodwill associated with any use by G9MD of the Producer Marks will inure solely to your benefit;
d. agree and acknowledge that with respect to transferring Produced Content from your Premium G9MD.TV Service account to another account, including any Channel ("Transferred Content), such Transferred Content:
1. may only be transferred to another Premium G9MD.TV Service account with open capacity, and
2. if transferred to a Free G9MD.TV Service account, may require your User setting to be changed to "Free" which may result in a loss or degradation of any Transferred Content on the G9MD.TV Service transferred to another User given potentially more restrictive settings (e.g., event VOD archive, video uploading, Channels, storage limits) on a Free G9MD.TV Service account.
You acknowledge and agree that G9MD may, at its option, establish limits concerning User Submissions, including without limitation the maximum number of days that User Submissions will remain on the Site, the maximum size of any files that may be stored on or uploaded to the Site, and the maximum disk space that will be allotted to you for the storage of User Submissions or Produced Content on G9MD's servers. User Submissions that exceed an established limit ("Storage Limitation") at any time throughout your use of the Site will be deleted by G9MD, with or without advance notice to you. G9MD will delete the User Submissions (in whole or in part) from your account until your account is below the Storage Limitation. G9MD will have no responsibility or liability for User Submissions that are deleted for exceeding any established limit. G9MD will have no responsibility or liability for, and you are solely responsible for creating back-ups of your User Submissions. G9MD reserves the right to change, suspend or discontinue part or all of any limits concerning User Submissions at any time, for any reason, without notice, and without explanation.
G9MD has no ability to control the User Submissions that are uploaded, posted or otherwise transmitted using the G9MD.TV Service and does not have any obligation to monitor such User Submissions for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the User Submissions or anything said, depicted or written by Users and Members, including without limitation any information obtained by using the G9MD.TV Service. G9MD does not endorse any User Submission or any opinion, recommendation, or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against G9MD with respect thereto. G9MD will have no responsibility or liability to you or any third party as a result of your activities in relation to your use of the G9MD.TV Service and any G9MD Application, and you are solely responsible for your activities and conduct in connection with or via the G9MD.TV Service.
11.1 Fees for the G9MD.TV Service
The G9MD.TV Service may be made available in free or paid versions, different service levels and/or different platform, membership, or subscription plans. Not all of the features and functionality of the G9MD.TV Service may be available in each version, service level, or plan. Separate or additional usage and/or overage charges may apply to different versions, service levels, or plans. G9MD reserves the right to change, suspend or discontinue part or all of any version, service level, or plan at any time, for any reason, without notice and without explanation.
Access to certain premium content (the "Premium Content") may require a subscription fee. Members may be able to access Premium Content by:
a. paying a recurring month-to-month or annual subscription fee to access certain Premium Content for the applicable time period ("Subscription Fee"); or
b. paying a one-time pay-per-view fee to access certain Premium Content at a designated time ("Pay-Per-View Fee", "PPV Fee").
11.1.1 In order to register for or use a paid version of the G9MD.TV Service, or a version, service level, or plan to which usage and/or overage charges may apply, you may be required to provide G9MD with billing and account information ("Billing Information") for a credit card, debit card, or another payment system, such as PayPal, for which you are authorized to approve charges (each, a "Payment Source") to allow G9MD to collect payment from you for your use of the G9MD.TV Service. You are required to keep your billing information current, complete and accurate (such as a change in billing address, credit/debit card number, card verification code, or expiration date) and notify G9MD if your selected payment method is canceled (e.g., for loss or theft).
11.1.2 Your access to the Premium G9MD.TV Service will not be established until G9MD has verified that the credit card or other payment information you provide G9MD for payment is accurate and that your credit card account or other payment method account is in good standing. You authorize G9MD to automatically and immediately bill your Payment Source when charges for your use of the paid version of the G9MD.TV Service are due, without any further action on your part or other prior notice on the part of G9MD. You assume full responsibility for all charges incurred under your account made by you or anyone who uses your account (including your children, family, or friends), even if such charges are declined or not paid by your Payment Source. If your Payment Source is invalid, if charges billed to your Payment Source are declined or not paid, or if you fail to pay charges for a paid version of the G9MD.TV Service when due, your account may be downgraded, deactivated, suspended or cancelled, at G9MD's discretion. G9MD reserves the right to deactivate your account if payment is past due, regardless of the dollar amount. You are responsible for any overdraft fees charged to your payment account. You agree to pay any outstanding balance in full within thirty (30) days of purchase of a particular product or service on the G9MD.TV Service. If your account is deactivated or suspended, G9MD may, but is not obligated to, maintain your account and/or related Produced Content, User Submissions and information in order to allow you to pay the past-due charges and restore your account. If the charges are not paid, your account may be cancelled. All fees are non-refundable and non-transferable except as expressly provided in these Terms. Fees and transactions you complete through the G9MD.TV Service may include sales tax based on the bill-to address and the applicable sales tax rate in effect at the time and location your transaction is completed. You are responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with any fees due by you to G9MD. G9MD may impose an additional transaction fee based on transactions associated with the G9MD.TV Service, including a transaction fee applied to purchases from third parties. Such transaction fee will be disclosed to you prior to your agreement to the relevant transaction. There is no prorated refund of any fees upon any termination or cancellation. You agree to immediately pay any amounts accrued, but remaining unpaid, as of termination (if any).
11.1.3 In order to use the Premium G9MD.TV Service, you agree to pay a recurring Subscription Fee to G9MD.TV. Subscriptions automatically renew for successive Terms (as selected by you) until cancelled by you as further described below:
You must pay the initial subscription fee prior to using the Premium G9MD.TV Service. By purchasing a subscription to the Premium G9MD.TV Service, you agree that, once your subscription expires, your subscription will automatically renew for successive periods of the same duration (e.g., month-to-month, annual) unless you cancel your subscription as further described below. You authorize G9MD to charge the payment method that our service provider has on file for you to pay for any renewal subscription. You will be billed for the same subscription plan (or the most similar subscription plan, if your prior plan is no longer available) at the then-current subscription fee plus any applicable taxes. If you pay for your subscription on a monthly basis, then, depending on your subscription tier, we will process your payments for any renewal subscription every 31 days, 32 days, or on the same date each month. If you pay for your current subscription on an annual basis, then we will process your payment for any renewal subscription on the first day of the renewal term. Additional terms and conditions may apply upon renewal, and subscription fees may change at any time, to the fullest extent permitted by law.
11.3 Cancellation and Refund Policy
You may cancel your subscription to the G9MD.TV Service at any time, after which we will not renew your subscription. Please contact billing@G9MD.TV to dispute a charge, cancel your membership plan or subscription, or request a refund. For the avoidance of doubt, you do not have a right of withdrawal, but you may cancel your membership plan or subscription at any time as described above. For clarity, there is no prorated refund of any fees upon any cancellation. You agree to immediately pay any amounts accrued, but remaining unpaid, as of cancellation (if any).
11.4 You May Need to Agree to Additional Terms or Agreements
You acknowledge that you may be required to agree to additional or superseding Terms or agreements if your membership plan or subscription is automatically renewed as described above. For example, if you would like a subscription to the G9MD.TV Service that is different from G9MD.TV's standard subscription (i.e., a promotional subscription), then you may be required to agree to an additional set of Terms.
11.5 Special Terms for Premium Users
G9MD will provide the uptime G9MD.TV Service Commitment levels for the G9MD.TV Service as set forth in the G9MD.TV Service Level Agreement. Premium Users may contact customer support via email at premiumsupport@G9MD.TV. We will endeavor to respond to your support requests and inquiries within four (4) business hours of our receipt; our support business hours are 9:00AM-5:00 PM (CST), Monday through Friday excluding US holidays. With the exception of Premium Users with an active and currently paid Enterprise Plan, G9MD does not provide live support for the G9MD.TV Service, and all support requests must be made, and will be responded to by email.
11.5.1 The Premium G9MD.TV Service may include an ability to select privacy settings for viewing a particular piece of Produced Content or Channel as "Only Me," "Members," or "Public." It may also include an ability to select embedding options for embedding a specific piece of Produced Content into a third-party web page with the Embeddable Player, restricting its viewing in the Embeddable Video Player to only specific URL's that you have allowed, and restricting Produced Content from being viewed in restricted geographical regions. While G9MD uses commercially reasonable efforts to respect such privacy and embedding designations, you understand that whether or not Produced Content is published or marked private by you, G9MD does not guarantee any confidentiality or privacy with respect to any of Produced Content.
11.5.2 The Premium G9MD.TV Service may include an ability for Premium Users to monetize and generate revenue from specific Produced Content by charging PPV Fees or other subscription fees to Users for accessing such Produced Content. It may also include an ability for Premium Users to sell Advertising Inventory in connection with Produced Content. "Advertising Inventory" means any electronic advertising that you may insert, embed or otherwise enable for display in conjunction with the Produced Content; provided, that:
a. any such Advertising Inventory shall be subject to any specific G9MD policies regarding advertising (and the integration thereof with Produced Content) displayed in connection with the G9MD.TV Service;
b. your sale of the Advertising Inventory is subject to any guidelines for advertising that G9MD.TV may implement; and
c. all Advertising Inventory will not violate any Prohibited Uses. You shall retain all revenue received from advertisers for the sale of Advertising Inventory.
11.6 Sweepstakes and Contests
G9MD may operate sweepstakes, contests and similar promotions (collectively, "Promotions") through the G9MD.TV Service. You should carefully review the rules (e.g., the "Official Rules") of each Promotion in which you participate through the G9MD.TV Service, as they may contain additional important information about G9MD's rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the Terms and conditions of such Official Rules conflict with these Terms, the Terms and conditions of such Official Rules will control.
Certain Premium Users may be able to connect accounts to new or existing Stripe accounts or other Payment Sources to enable donations from other Users (the "Donations Feature"). Subscribers to other plans may upgrade to an Enterprise Plan in order to enable the Donations Feature. Premium Users without a Stripe account may be re-directed to www.stripe.com in order to create a Stripe account. Premium Users will have an option to disconnect their Stripe Account at any time to disable the Donations Feature.
Once the Donations Feature, if available, is enabled for a Premium User's account, a "Donate" button may appear on all of the Premium User's event pages or event embeds. Any viewer can click this button to open the Donations Feature pop-up form and donate to the Premium User's connected Stripe account. Users who donate will receive an email receipt confirming their donation amount. Transactions are processed by Stripe. Donation funds go directly to the connected Stripe account and are not passed through G9MD.
Subject to your compliance with these Terms, you may use the G9MD.TV Service, and may be able to access specific Content, User Submissions, Produced Content, and Premium Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the G9MD.TV Service, Content, User Submissions, Produced Content, Premium Content, or related products and services, and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the Site, Content, User Submissions (other than your User Submissions). You may distribute certain Content or User Submissions, solely where G9MD makes the means for distribution of such Content or User Submissions possible via an Embeddable Player.
12.2 G9MD.TV's Ownership of Materials; Limited License
The data and materials, including all worldwide intellectual property rights in and associated with the G9MD.TV Service, (including, without limitation, the content, trademarks, service marks, logos, text, graphics, interactive features, photos, music, videos, software, and all other audible, visual or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the G9MD.TV Service contained therein (collectively, the "Materials"), other than the User Submissions, are the intellectual property of G9MD, its licensors and its suppliers. The Materials are protected by copyright, trade dress, patent, trademark and other laws, international conventions and proprietary rights and all ownership rights to the materials remain with G9MD, its licensors or its suppliers, as the case may be. All trademarks, service marks, and trade names are proprietary to G9MD or its affiliates and/or third party licensors. Except as expressly authorized by G9MD, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make use of the Materials. If, with authorization, you download or print a copy of the Materials for personal use, you must retain all copyright, trademark, or other proprietary notices. G9MD reserves all rights not expressly granted in and to the G9MD.TV Service and the Materials.
Subject to your compliance with the Terms and conditions set out in these Terms, G9MD hereby grants you a personal, limited, non-exclusive, non-transferable, freely revocable license to use the G9MD.TV Service.
13.1 If you are a copyright owner or an agent thereof (the "Copyright Owner") and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
a. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
b. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit G9MD to locate the material;
d. Information reasonably sufficient to permit G9MD to contact the Copyright Owner, such as an address, telephone number, and, if available, an electronic mail address at which the Copyright Owner can be contacted;
e. A statement that the Copyright Owner has a good faith belief that use of the material in the manner complained of is not authorized by the Copyright Owner, its agent, or the law;
f. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the Copyright Owner of an exclusive right that is allegedly infringed.
You may direct copyright infringement notifications to G9MD's designated copyright agent to receive notifications of claimed infringement. The contact information is as follows:
ATTN: DMCA Agent
2633 McKinney Avenue, #253
Dallas, TX 75204
For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to G9MD.TV's customer service through support@G9MD.TV. You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.
13.2.1 If you receive notice by G9MD that your Content or material has been removed (or to which access was disabled), or if you believe that your Content or material that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the Copyright Owner, the Copyright Owner's agent, or pursuant to the law, to post and use the material in your Content, you may provide G9MD with a counter-notification. To be valid, a counter-notification must be a written communication provided to G9MD's designated copyright agent containing the following information:
a. Your physical or electronic signature;
b. Identification of the Content or material that has been removed or to which access has been disabled, and the location at which the Content or material appeared before it was removed or access to it was disabled;
c. A statement under penalty of perjury that you have a good faith belief that the Content or material was removed or disabled as a result of a mistake or a misidentification of the Content or material to be removed or disabled;
d. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the Federal District Court in Dallas, Texas, and a statement that you will accept service of process from the Copyright Owner who provided notification of the alleged infringement.
13.2.2 If a counter-notice is received by the Copyright Agent, G9MD may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the Copyright Owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10-14 business days or more after receipt of the counter-notice, at G9MD's sole discretion.
13.3.3 G9MD reserves the right to terminate without notice any User's access to the G9MD.TV Service if that User is determined by G9MD to be a "repeat infringer." In addition, G9MD accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, G9MD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU, OR ANY OTHER PERSON RELATING IN ANY WAY TO THE G9MD.TV SERVICE AND DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE G9MD.TV SERVICE, AND YOUR USE OF ALL CONTENT THEREOF, INCLUDING WITHOUT LIMITATION, MATERIALS, USER SUBMISSIONS, AND PRODUCED CONTENT, IS PROVIDED ON AN "AS IS" and "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND.
14.2 WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, G9MD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, AND SUPPLIERS DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE G9MD.TV SERVICE, OR ANY PART THEREOF; (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE G9MD.TV SERVICE; (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA ON THE G9MD.TV SERVICE; AND (VI) OTHER WARRANTIES RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS OF G9MD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SUPPLIERS.
14.3 FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, G9MD.TV MAKES NO WARRANTY THAT THE G9MD.TV SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. THE G9MD.TV SERVICE MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM G9MD OR THROUGH THE G9MD.TV SERVICE WILL CREATE ANY WARRANTY. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE G9MD.TV SERVICE (INCLUDING RSS FEEDS) OR ANY THIRD-PARTY SERVICES AT YOUR OWN DISCRETION AND RISK, (II) YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER NETWORK, SYSTEM OR MOBILE DEVICE) OR LOSS OF DATA THAT RESULTS FROM YOUR ACCESS TO AND USE OF THE G9MD.TV SERVICE, OUR SERVICES, G9MD APPLICATIONS, OR THE DOWNLOAD OF SUCH MATERIAL OR DATA, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, STREAMED, BROADCASTED, OR OTHERWISE MADE AVAILABLE VIA THE G9MD.TV SERVICE OR OUR SERVICES. G9MD DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE G9MD.TV SERVICE OR OUR SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND G9MD WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
15.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL G9MD, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE G9MD.TV SERVICE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO: (I) THE G9MD.TV SERVICE, YOUR ACCESS, USE OR INABILITY TO USE THE G9MD.TV SERVICE; (II) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE (INCLUDING LOSS PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE G9MD.TV SERVICE); (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE G9MD.TV SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL IDENTIFIABLE INFORMATION STORED THEREIN, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE G9MD.TV SERVICE BY ANY THIRD PARTY.
15.2 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL G9MD.TV OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE G9MD.TV SERVICE OR YOUR INTERACTION WITH OTHER USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO G9MD.TV DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM AND ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
15.3 THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF G9MD.TV, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, SUPPLIERS OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.4 THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD-PARTY SERVICES OR OTHERWISE BY THIRD PARTIES OTHER THAN G9MD AND RECEIVED THROUGH OR ADVERTISED ON THE G9MD.TV SERVICE OR RECEIVED THROUGH ANY THIRD-PARTY SITES.
15.5 THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT G9MD SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
15.6 The G9MD.TV Service is controlled and offered by G9MD from its facilities in the United States of America. G9MD makes no representations that the G9MD.TV Service is appropriate or available for use in other locations. Those who access or use the G9MD.TV Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless G9MD, its officers, directors, employees, affiliates, agents, licensors, suppliers, successors, assigns, and their past and present officers, directors and employees, representatives and agents from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney's fees and costs, arising out of or in any way connected with:
a. your access to, use, or misuse of the G9MD.TV Service, Content and User Submissions;
b. your violation of these Terms, including but not limited to a claim arising out of a breach of your representations or warranties made hereunder;
c. your violation of any law, regulation or third party right, including without limitation any intellectual property right, publicity, confidentiality, copyright, property or privacy right; or
d. any claim that you, one of your User Submissions, or your Produced Content caused damage to a third party, including without limitation claims that your User Submissions or Produced Content are infringing.
This defense and indemnification obligation will survive these Terms and your use of the G9MD.TV Service.
G9MD reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify G9MD, and you agree to cooperate with G9MD's defense of these claims.
You acknowledge and agree that G9MD is not responsible or liable for the availability or accuracy of, and G9MD does not endorse, any such websites or the information, materials, resources, products, content, or services on or accessible through such Third-Party Services. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the G9MD.TV Service are solely between you and such advertiser. Access and use of Third-Party Services, including the information, materials, products, and services on or available through Third-Party Services is solely at your own risk.
You will not assign these Terms, in whole or part, without the written consent of G9MD. G9MD may assign these terms or any rights hereunder without your consent.
18.2 Relationship of the Parties
G9MD is an independent contractor, not your agent, joint venturer, partner, or fiduciary, and does not undertake to perform any of your regulatory obligations, or assume any responsibility for you or your business or operations. Each party is responsible for determining the assignment of its personnel and contractors, and for their direction, control, and compensation.
18.3 Business Contact Information; Subcontractors
G9MD and its affiliates, and their subcontractors, may process and store business contact information of your personnel in connection with the performance of these Terms wherever they do business. G9MD may use personnel and resources in locations worldwide and third party suppliers to support the delivery of the G9MD.TV Service, and G9MD's products and services.
18.4 Force Majeure
G9MD is not responsible for failure to fulfill its obligations under these Terms due to causes beyond its control, including, but not limited to, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to G9MD infrastructure or connectivity to the Internet, or failure at a G9MD co-location facility.
18.5 Governing Law
Both parties agree to the application of the laws of the state of Texas to these Terms, without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and G9MD agree to submit to the personal and exclusive jurisdiction and venue of the state and federal courts located within Dallas County in the State of Texas. Nothing in these Terms affects statutory rights of consumers that cannot be waived or limited by contract. The United Nations Convention on Contracts for the International Sale of Goods does not apply to transactions under these Terms. YOU AND G9MD AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE G9MD.TV SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
18.6 Waiver and Severability
The failure to require performance of any provision shall not affect either G9MD.TV's or your right to require performance at any time thereafter, nor shall a waiver of any breach or default of these Terms constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of these Terms is found to be unenforceable, such portion will be modified to reflect the parties' intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
All notices under these Terms must be in writing and sent to the address on record, unless a party designates in writing a different address. The parties consent to the use of electronic means and facsimile transmissions for communications as a signed writing.
If you have questions about these Terms or would like to request a copy of these Terms or any other records relating to these Terms of your use of the Site and the G9MD.TV Service, please contact G9MD at support@G9MD.TV or by sending a written request to:
2633 McKinney Ave., #253
Dallas, TX 75204, USA
Subject to limited exceptions described below, these Terms provide that all disputes between you and G9MD will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights in any such dispute. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action. Please review Section 19 ("Dispute Resolution and Arbitration") for the details regarding your agreement to arbitrate most disputes with G9MD. NOTHING IN THESE TERMS SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect. YOU AND G9MD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Despite the provisions of Section 19, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to:
a. bring an individual action in small claims court;
b. pursue an enforcement action through the applicable federal, state, or local agency if that action is available;
c. seek injunctive relief in a court of law; or
d. to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and G9MD will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting G9MD.
19.4 Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or by electronic mail ("Notice"). G9MD's address for Notice is: G9MD Legal, 2633 McKinney Ave., #253, Dallas, TX 75204, USA and legal@G9MD.TV. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or G9MD may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or G9MD must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, G9MD will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by G9MD in settlement of the dispute prior to the arbitrator's award; or (iii) $1,000. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
If you commence arbitration in accordance with these Terms, G9MD will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Dallas County, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse G9MD for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
19.6 No Class Actions
YOU AND G9MD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and G9MD agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
19.7 Modifications to this Arbitration Provision
If G9MD makes any future change to this arbitration provision, other than a change to G9MD's address for Notice, you may reject the change by sending us written notice within 30 days of the change to G9MD's address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 19.6 f is found to be unenforceable or if the entirety of this Section 19 is found to be unenforceable, then the entirety of this Section 19 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 19 will govern any action arising out of or related to these Terms.
The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
These Terms are the entire and exclusive agreement between G9MD and you regarding the G9MD.TV Service relating to the subject matter herein and supersede and replace any prior agreements between G9MD and you regarding the G9MD.TV Service. These will not be modified except in writing, signed by both parties, or by a change to these Terms or policies made by G9MD as set forth above.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
The parties specifically disavow any desire or intention to create a "third party" beneficiary contract, and specifically declare that no person, except for the parties and their permitted assigns, shall have any rights hereunder nor any right of enforcement hereof.
The services are offered by:
2633 McKinney Ave., #253
Dallas, TX 75204, USA and email: feedback@G9MD.TV
25.1 Without limiting any other terms of these Terms, the following Terms apply if you use any mobile G9MD Application accessed through or downloaded from the Apple iTunes or App Store ("iTunes Store Sourced G9MD App") on an IOS device (e.g. the G9 Live™ App)
You acknowledge and agree that:
a. These Terms are concluded between you and G9MD only, and not with Apple;
b. Apple is not responsible for the iTunes Store Sourced G9MD App and content thereof;
c. Your use of the iTunes Store Sourced G9MD App must comply with the iTunes Store Sourced G9MD App end user license agreement (the "EULA") and the iTunes and App Store terms of service;
d. Apple has no obligation to furnish any maintenance or support services with respect to the iTunes Store Sourced G9MD App;
e. You will comply with any technical restrictions in the iTunes Store Sourced G9MD App that allow you to use the iTunes Store Sourced G9MD App only in certain ways, and only for use exclusively with the G9MD.TV Service; and
f. You will only use the iTunes Store Sourced G9MD App as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service.
25.2 Apple is not responsible for addressing any claim by you or any third party relating to the iTunes Store Sourced G9MD App or your possession or use of the iTunes Store Sourced G9MD App, including: (a) product liability claims; (b) any claim that the iTunes Store Sourced G9MD App fails to conform to any applicable warranty, legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
25.3 Apple is not responsible for the investigation, defense, settlement or discharge of any third party claim that the iTunes Store Sourced G9MD App or your possession and use of the iTunes Store Sourced G9MD App infringe that third party's intellectual property rights.
25.4 You and G9MD acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms as related to your license of the iTunes Store Sourced App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the iTunes Store Sourced App against you as a third party beneficiary thereof.
25.5 You hereby represent and warrant that:
a. You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and,
b. You are not listed on any U.S. Government list of prohibited or restricted parties.
25.6 You must comply with all applicable End User License Agreement ("EULA") or third party terms related to the iTunes Store Sourced App when using the iTunes Store Sourced App, including, without limitation, any Terms and conditions governing your use of a social networking service ("SNS"), or any other third party website. If you have any questions, complaints or claims with respect to any iTunes Store Sourced App provided by G9MD, you may contact G9MD by emailing support@G9MD.TV or mailing us at:
2633 McKinney Ave., #253
Dallas, TX 75204
25.7 G9MD is not obligated to maintain or support the G9MD Application, or to provide you with updates, upgrades or services related thereto. You acknowledge that G9MD may from time to time in its sole discretion issue updates or upgrades to the G9MD Application, and may automatically update or upgrade the version of the G9MD Application that you are using on your mobile device. You consent to such automatic updating or upgrading on your Internet enabled mobile device, and agree that the Terms and conditions of these Terms will apply to all such updates or upgrades.
The G9MD.TV Service, including all Content and Materials therein, is intended for general educational and informational purposes only and is not intended to be used as a substitute for medical advise or attention.
26.1 Note to Physicians:
The Content on the Site and provided by the G9MD.TV Service is not a substitute for professional judgment in diagnosing and treating patients. G9MD does not give medical advice, nor does it provide medical or diagnostic services. Your reliance upon Content obtained by you at or through the Site and G9MD.TV Service is solely at your own risk.
26.2 Note to Non-Physicians:
The Content on the Site and provided by the G9MD.TV Service is not a substitute for, nor does it supersede professional medical advice. If you are seeking medical advice or attention, you should consult a physician or a qualified health care provider. Never hesitate in seeking medical attention based on any Content you may view on the Site. Your reliance upon Content obtained by you at or through the Site and G9MD.TV Service is solely at your own risk.
Your feedback is welcome and encouraged. You may submit feedback by emailing us at feedback@G9MD.TV or via other portions of the G9MD.TV Service. You agree, however, that: if you elect to provide suggestions, ideas, proposals, concepts or other feedback to us (whether written, verbal or in any other format or manner) in connection with these Terms or use the G9MD.TV Service ("Feedback"), you acknowledge and agree that G9MD has no obligation (whether of confidentiality, compensation or otherwise) with respect to such Feedback and we will be free to use and exploit the same in any manner without restriction of any kind. You acknowledge and agree that all Feedback will be the sole and exclusive property of G9MD. You hereby irrevocably transfer and assign to G9MD and agree to irrevocably transfer and assign to G9MD all of your right, title, and interest in and to all Feedback, including all Intellectual Property Rights therein. At G9MD's request and expense, you will execute documents and take such further acts as G9MD may reasonably request to assist G9MD to acquire, perfect and maintain its intellectual property rights and other legal protections for the Feedback. Further, you acknowledge and agree that G9MD is engaged in creating and developing its own platforms, programs, plans, projects, products, and services, so it is possible that we are already independently developing platforms, programs, plans, projects, products, and services that are quite similar and/or competitive with your Feedback (including the concepts contemplated by or embodied therein). Nothing in these Terms will be construed as a representation or agreement that we will not develop or have developed, distribute, market or promote applications, services, products, concepts, systems or techniques that are similar to and/or compete with the applications, services, products, concepts, systems or techniques contemplated by or embodied in any Feedback or compensate you or provide you with any input or response with regard to your Feedback.
We collect information in order to provide and improve the G9MD.TV Service, Site, application features, content, as well as to manage your membership and subscription.
2.1 Personal Identification Information
We may collect personal identification information from Users in a variety of ways, including, but not limited to, when Users visit our Site, register on the Site, purchase a membership, place an order, subscribe to content and channels, fill out a form, and in connection with other activities, services, features or resources we make available on our Site and Applications. Users may be asked for personal information, as appropriate, including without limitation, name, email address, mailing address, phone number, credit card information. We will collect personal identification information from Users only if they voluntarily submit such information to us. Users can always refuse to supply personally identification information, with the expectation that it may prevent them from engaging in certain Site related activities.
2.2 Non-Personal Identification Information
We may collect non-personal identification information about Users whenever they interact with our Site. Non-personal identification information may include the browser name, device information, technical information about Users means of connection to our Site, such as the operating system and the Internet service providers utilized, including without limitation other similar information.
G9MD collects and uses personal information to operate, maintain, provide, and improve features and services on the Site and applications. We use collected or provided data for the following purposes:
To Personalize User Experience
We may use information to understand how our Users as a group use the services and resources provided on our Site. We may also use the information to personalize content, suggestions, and targeted advertising.
To Improve Our Site
We continually strive to improve our Site and application offerings based on the information and feedback we receive from Users.
To Improve Customer Service
Your information helps us to more effectively respond to your customer service requests and support needs.
To Process Transactions
We may use the information Users provide about themselves when placing an order or register for membership only to provide service to that transaction. We do not share this information with outside parties except to the extent necessary to provide the service.
To Administer Content, Promotion, Survey or other Site Features
To use Users information they agreed to receive about topics we think will be of relevant interest to them.
To Send Periodic Emails and/or SMS Messages
The phone number or email address Users provide may be used to send marketing and/or administrative communications, for order processing, to respond to inquiries, and/or other requests or questions.
We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Site.
Sensitive and private data exchange between the Site and its Users happens over a SSL secured communication channel and is encrypted and protected with digital signatures. Our Site is also in compliance with PCI vulnerability standards in order to create as secure of an environment as possible for Users.
Users may review, update, or correct their personal information within their Account Settings and/or Membership preferences. If you delete such information, your account may not function properly and/or become deactivated. Should you wish to completely delete your account, please contact us through our Site.
We do not sell, trade, or rent Users personal identification information to others. We may share generic aggregated demographic information not linked to any personal identification information regarding visitors and users with our business partners, trusted affiliates and advertisers for the purposes outlined above.
You acknowledge and agree that G9MD is not responsible or liable for the availability or accuracy of, and G9MD does not endorse, any such websites or the information, materials, resources, products, content, or services on or accessible through such Third-Party Services. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the G9MD.TV Service are solely between you and such advertiser. Access and use of Third-Party Services, including the information, materials, products, and services on or available through Third-Party Services is solely at your own risk.
We are committed to protecting the safety and privacy of young people using the Internet. For that reason, G9MD does not knowingly collect or maintain personally identifiable information from persons under 13 years-of-age. If G9MD learns that personally-identifiable information of persons less than 13-years-of-age has been collected on or through the Site or the G9MD.TV Service, then we will take the appropriate steps to delete this information. If you are the parent or legal guardian of a child under 13 who has become a G9MD.TV Service member, then please contact G9MD at email@example.com to have that child's account terminated and information deleted.