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This is an important document which you must consider carefully when choosing whether to use the www.ClickFlySmile.com website at any time.
This Agreement was last modified on 9th October 2011.
THE FOLLOWING DESCRIBES THE TERMS ON WHICH Intice OFFERS YOU ACCESS TO OUR SERVICES.
This user agreement ("User Agreement" or "Agreement") is a contract between you and Intice Limited (GB 049 09 867), the owner of ClickFlySmile.com, if you are a user of www.ClickFlySmile.com website ("Site"). The Site is offered to you conditional on your acceptance of the User Agreement. Please review the terms and conditions set out below before using the Site. Your continued use of the Site after such time will signify your acceptance of this User Agreement. This User Agreement and all policies and terms incorporated by reference constitute the entire agreement between you and Intice as to its subject matter. If you do not agree to any of these terms and conditions you should immediately cease to use the Site. Please note that we may close, suspend, or limit your access to your Intice account ("Account") or the Services provided by us on the Site ("Services"), if you carry out activities which are in contravention of this User Agreement and its associated policies incorporated by reference.
Intice may amend or modify this User Agreement in whole or in part from time to time, without notice, by posting an amended User Agreement on the Site or any linked information. Such updated version of the User Agreement will be effective at the time we post it.
Intice offers its Services to its Users. We shall have absolute discretion as to whether or not we accept a particular applicant for participation in the service. The Site is available only to individuals or corporate entities who can form legally binding contracts under applicable law. Without limiting the foregoing, this Site are not available to persons under 18 years of age. If Users do not qualify, they cannot use any of Intice's Services including, but not limited to, those that require the User's ability to form legally binding contracts. Each User is responsible for what occurs on their Account and must report any unauthorised use of their Account to us.
The terms "You", "Your", "User", or "Users" refer to anyone accessing our Services or Site for any reason. Intice provides a venue to introduce Users who wish to provide professional healthcare services ("Clinics") and Users who seek such professional services ("Patients")(respectively or jointly as the "Parties" and individually as a "Party"). The Site enables Users to identify each other and work together online to complete medical projects.
Intice reserves the right to terminate the participation of any User without reason but expressly including any User that Intice judges to be in violation of the User Agreement. Without limiting the foregoing, Intice may terminate the participation of a User if we think that they are creating problems, legal liabilities (actual or potential), infringing someone else.s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
The only parties to a medical project are the clinics and the patient. Upon the patient awarding a medical project to a clinic and the clinic's acceptance of a project on the Site, the patient agrees to contact and be contacted by the clinic, and the patient agrees that the Site shares with the clinic his/her contact details so the clinic can contact the patient. You agree not to enter into any contractual provisions in conflict with the User Agreement. Any provision of a member contract in conflict with the User Agreement is void.
When you enter into a transaction you create a legally binding contract with another User, unless the transaction is prohibited by law or by this User Agreement. You are responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User(s). You must ensure that you are aware of any domestic laws (including common law) international laws, statutes, ordinances and regulations relevant to you as a patient, or in any other uses you make of the Site.
If another user breaches any obligation to you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, Intice has no responsibility for enforcing any User rights.
Intice does not offer any form of insurance or other patient protection which will assist you, because our Site merely provides the online venue for Users to offer and buy professional medical services and we are not otherwise involved in the transactions and interactions between patients and clinics. Because user identification on the Internet is difficult, we cannot and does not confirm each User's purported identity.
Each User acknowledges and agrees that the relationship between Users is that of independent contractors. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between: (1) Users; or (2) between us and any User.
Intice offers a wide range of tools, content, products, services, benefits, and other resources on the Site of particular interest to clinics and to enable clinics to efficiently and cost effectively manage their businesses. These Services are for use only under a non-exclusive, non-transferable, and non-assignable license under these terms and conditions of use. You do not have the right to copy, sell, or otherwise exploit for any commercial purpose the Services or content (in whole or in part), access to this service or use of this service.
Some of the Services offered at the Site may include feedback to questions by Users of this service and/or articles with original content and opinions. Use of this content or links to this content is at the User's own risk. No warranty is made that the information is accurate or reliable and Intice and its related entities, directors, officers, subcontractors and agents disclaim all liability and responsibility for any direct or indirect loss or damage you may suffer relying on anything contained in or omitted from this content.
The User understands and agrees to the following terms:
Our Site merely acts as an online venue to allow Users to request professional medical services and contact professional medical service providers. You acknowledge and agree that Intice is not involved in the actual transaction between the clinics and you. As a result, Intice has no control over the quality of the offers provided by clinics on our Site, or the ability of clinics to provide the services. We do not guarantee that a User will actually complete a transaction or act lawfully in using the Site.
Some of the content provided at the Site may relate to various subjects such as information pertaining to legal matters, financial matters, health matters, and other matters for which the content of is provided in an advisory nature. This information is provided solely for informational and general non-advisory purposes. If desired, Users should use their own efforts to confirm such information with a professional(s) in the pertinent field(s). All of the information that Intice provides should not be considered professional, medical, legal, technical, or any other discipline-specific advice.
The Site is a dynamic time-sensitive web site. As such, the information on the Site will be changed frequently. It is possible that some information could be considered offensive, harmful, or inaccurate, and in some cases may be mislabelled or deceptively labelled accidentally by Intice or accidentally or purposefully by a third-party, regardless of whether such third parties are with or without a legitimate business purpose.
Intice provides unmonitored access to third-party content. Intice is only acting as a venue and/or portal, and has no liability based on, or related to, the third-party content on this Site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. This web site may contain links to third-party web sites. Intice does not control nor always review the web sites to which we link from the Site. Intice, therefore, cannot endorse the content, products, services, practices, policies, or performance of the web sites we link to from the Site, and Users should not treat any link as such an endorsement or acceptance of veracity or value.
Intice does not have the resources to nor does it undertake any obligation to, control, research, verify, validate, or approve the content that is received or viewed on its web site. Intice expect that the User will undertake necessary activities and practices and will use caution and common sense when using Intice for User's Account.
To become a User and access the Site and Services you must register for an "Account". You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.
User Accounts that have been inactive for more than 180 days ("Inactive Accounts") will be deleted.
Users agree not to post their e-mail address on the site, except in the "e-mail" fields provided by the Site, or when asked by Intice at any other time. There should be no need to give anyone your e-mail address. It is automatically provided if you choose a Service Provider for your medical project, and before that time you can use the Site to communicate. This does not only apply to e-mail addresses, but to all methods of communication, including phone, ICQ, AIM, MSN Messenger, GTalk and Yahoo.
You are prohibited from making direct contact with a clinic, unless it's for the project you have picked a Clinic for. This includes giving out your e-mail address, ICQ number, phone number, or any other method of contact outside of this site. the Site provides you with a communication system to exchange medical information, which should be sufficient for pre-project planning.
The User is solely responsible for content or any other information the User provides to Intice. User understands and agrees to the following:
Intice is only acting as a venue for the online request for medical treatment plans and selection of the clinic delivering the medical service. Intice has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for Intice, harm its business operation or reputation, or cause Intice to lose the services of its suppliers.
User represents and warrants that User's content: (a) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy; (b) will not violate any law or regulation; (c) will not be defamatory or trade libellous; (d) will not be obscene or contain child pornography; (e) will not include incomplete, false or inaccurate information about User or any other individual; and (f) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
No copyrighted material can be posted on the Site.
By using the Site, you acknowledge that you transfer copyright of your feedback, reputation and reviews you leave, consisting of comments and a multidimensional rating (e.g. Quality, Communication, etc) together with a composite rating by Intice ("Feedback"). You acknowledge that this feedback belongs solely to us, notwithstanding that we permit you to use it on our Site while you remain a member. You may not use it or deal with it in any way inconsistent with Intice's policies as posted on the Site from time to time, without our prior written permission.
You may not do (or omit to do) anything that may undermine the integrity of the clinic feedback system. We are entitled to suspend or terminate your membership at any time if we, in our sole and absolute discretion, are concerned by any feedback about you, or your feedback rating is considered to be problematic to clinic.
Intice's feedback ratings belong to us and may not be used for any purpose other than facilitating the exchange of services between Users of the Site. You may not use your clinic feedback (including, but not limited to, marketing or exporting your composite rating or feedback comments) in any real or virtual venue other than a website operated by Intice or its related companies without our written permission.
Users are prohibited from advertising a website on the Site. Any URL posted in a project description, or the communication system, must relate to a project on the Site. An example of a permissible URL would be a User's portfolio or resume page.
The patient agrees that: The patient is strictly forbidden from redistributing any of the content of the Site, including but not necessary limited to private messages, documents. The patient will not use the patient's Account to post false or misleading project descriptions. The patient will not post project descriptions that, in the judgment and discretion of Intice, are inappropriate to Intice's audience, viewers, or visitors in the judgment and discretion of Intice. The patient will not falsify the patient's own or any other identity. The patient will comply with all of Intice's policies as posted on the Site from time to time.
The content and information on the Site (including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, feedback, reputation, reviews, icons, software, code or other material), as well as the infrastructure used to provide such content and information, is proprietary to us. All Users agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site. Additionally, you agree not to: use this Site or its contents for any commercial purpose; access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission; violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site; take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; deep-link to any portion of this Site for any purpose without our express written permission; "frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorisation; or attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Site or the services.
Users agree that:
Users will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the Site or the content contained therein without the prior written permission of Intice. Users will not distribute unsolicited commercial messages ("spam") through the User's Account. Users will not contact clinics through the Site or through information gained from our Site with the intent of subverting them from using our Services. Users will not engage in personal attacks, negative or other unfair criticism or other forms of discourteous and unprofessional online conduct or practices. Users will not create multiple user Accounts.
In the event of termination, Users found in violation of the User Agreement will not receive any credit or payment from Intice.
You and Intice agree that the damages that Intice will sustain as a result of actions that breach the User Agreement will be substantial, potentially including (without limitation) fines and other related expenses from its payment processors and service providers, but may be extremely difficult and impracticable to ascertain. If you engage in such activities, then Intice may fine you up to US$3,000.00 for each such violation and/or Intice may take legal action against you to recover losses that are in excess of the amount charged. You acknowledge and agree that a fine up to US$3,000.00 is presently a reasonable pre-estimate or minimum estimate of Intice's damages, considering all currently existing circumstances, including (without limitation) the relationship of the sum to the range of harm to Intice that reasonably could be anticipated and the anticipation that proof of actual damages may be impractical or extremely difficult.
In the event of termination, you will have no claim whatsoever against Intice in respect of any such suspension or termination of your membership.
You agree and acknowledge that: (i) Intice is not providing legal services; (ii) Intice will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on Intice for any such counsel.
Any disputes regarding arrangements between clinics and patients remain solely between patients and clinics. We are not involved in any transactions between you and any other users of the Site.
You acknowledge and agree that Intice will not be a party to any such dispute.
If you have a dispute with any other users of the Site, you hereby release Intice from any and all claims, demands, and damages, actual and consequential, of every kind and nature, known and unknown, that is related to such a dispute.
Intice will retain the confidentiality of the project and the privacy of the involved users and will not release the collected information to any party unless required by a court of law.
Your personal information will be processed by Intice in order to fulfil the agreement with You, perform delivery of services etc. Furthermore, we will process your personal information for marketing of campaigns, offers, new products or services. Your personal information may also be transferred between Intice and any associated entity within the Intice organisation. At such transfer, personal data may be transferred outside the EEC-area. By entering into this agreement, You hereby approve such processing of your personal information as set forth above, including processing of your personal identification number, and hereby give such consent as required by the European Personal Data Protection Act (95/46/CE). The consent hereby given can in whole or in part be recalled by giving written notice to us. Should you choose to recall your consent, and such recall should make our due performance of the agreement or other obligations difficult, we reserve the right to immediately terminate the agreement. Should you require further information regarding our processing of your personal information, please contact us at the address set forth below.
Intice discloses sensitive personal information only if required to comply with legal obligations or with your consent.
ClickFlySmile.com is a trademark of Intice.
The content and compilation of content included on the Site, such as text, graphics, logos, icons, images, audio clips, digital downloads and software, are the property of Intice and are protected by English and international copyright laws.
It is our policy to respond to clear notices of alleged copyright infringement. Our policy is designed to make submitting notices of alleged infringement to us as straightforward as possible while reducing the number of notices that we receive that are fraudulent or difficult to understand or verify.
Intice is not involved in the actual transaction between clinics and patients. Our Services, the Site and all content on it are provided on an .as is. basis and without warranties of any kind either express or implied. Without limiting the foregoing, Intice does not represent or warrant that:
In no event shall Intice, its affiliates or staff be liable, whether in contract, warranty, tort (including negligence), or any other form of liability, for:
Notwithstanding the above provisions, nothing in this Agreement is intended to limit or exclude any liability on the part of Intice and its affiliates and related entities where and to the extent that applicable law prohibits such exclusion or limitation.
As some jurisdictions do not allow some of the exclusions or limitations as established above, some of these exclusions or limitations may not apply to you. In that event the liability will be limited as far as legally possible under the applicable legislation.
Intice may plead this User Agreement in bar to any claim, action, proceeding or suit brought by you, against Intice for any matter arising out of any transaction or otherwise in respect of this User Agreement.
You agree to indemnify and hold us and (as applicable) our related entities, affiliates, and our and their respective officers, directors, agents, and employees, harmless from and against any and all claims, demands, proceedings, losses and damages (actual, special and consequential) of every kind and nature, known and unknown, including reasonable legal fees, made by any third party due to or arising out of your breach of this User Agreement or your violation of any law or the rights of a third party.
Any dispute arising out of or in connection with this User Agreement shall be governed by the laws of the State of England. You and Intice irrevocably submit to the non-exclusive jurisdiction of the courts of England.
The provisions of this User Agreement are severable, and if any provision of this Agreement is held to be invalid or unenforceable, such provision may be removed and the remaining provisions will be enforced. This Agreement may be assigned by Intice to a third party without your consent in the event of a sale or other transfer of some or all of the assets of Intice. In the event of any sale or transfer you will remain bound by the User Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to an anticipated or actual breach by you or others does not waive our right to act with respect to subsequent or similar breaches. Nothing in this clause shall exclude or restrict your liability arising out of fraud or fraudulent misrepresentation.