Terms and Conditions
1 Acceptance of Agreement
Your registration with and use of our website(s), along with your agreement to the quotation and payment terms on the proposal (“Proposal”), indicate you are agreeing to the following terms and conditions (“Agreement”) between MedTrainer, Inc. (“MedTrainer”), and any of our associated and subsidiary companies (collectively, “we” or “us”). You, as our customer (“you” or “your”), hereby understand the use of our websites (the “Sites”) and the services provided through the Sites (“Services”) are governed by our Terms of Service which are found here https://medtrainer.com/terms. If you are making this agreement on behalf of an organization, you represent that you are authorized to enter into this agreement on behalf of the organization and acknowledge that it binds your organization. This Agreement and the Terms of Service constitute the entire and only agreement between us and you, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Site and Services. This Agreement may be amended at any time by us in which case we will provide reasonable notice to you of any material modifications at the e-mail address you provided in the Proposal.
2 Terms and Pricing
2.1 Our contracts are for the length specified in the Proposal. If no length is listed in the Proposal the contract shall default to the standard of 60 (sixty) months. This Agreement will automatically renew one day prior to the end of your contract (“Renewal Date”) and will continue to renew unless canceled by you. You may cancel your contract by sending an email to firstname.lastname@example.org no later than thirty (30) days prior to the Renewal Date. By way of example, if your contract Renewal Date is June 30th, your email requesting cancellation of your email must be received no later than May 30th. In the event you elect to terminate this Agreement prior to the thirty (30) day period before renewal, you will be liable for the payment for fees for the number of months remaining on the contract.
2.2 The aggregate amount due for the contract term is divided into monthly payments. Payment of this aggregate amount is divided into monthly payments for clients unless the client elects to pay the contract amount in full. Certain services are required to be paid in advance unless alternative arrangements are made. Such services may include, but are not limited to, provider enrollments with insurance payers, background checks, fee-based board certification verifications, and provider AMA profile access. In the event you elect to terminate this Agreement prior to the thirty (30) day period before the scheduled renewal date of your contract, you will remain liable for payment of the aggregate contract amount. The amount due upon cancellation prior to the end of the contract term is not a penalty, it is payment of aggregate, agreed upon contract amount.
2.3 Each Agreement is subject to a three percent (3%) annual increase or increased by the CPI index, whichever is greater, in order to cover escalated inflation costs.
2.4 In the event your credit card expires, charges will continue to accrue regardless of usage while your account is missing a payment method. In the event of an unsuccessful billing attempt, you will be notified, and your account may be suspended until your credit card information is updated. A forty-five dollar ($45) processing fee will be assessed for any returned check or ACH rejection. You will continue to be responsible for the monthly subscription fee even if your credit card expires or otherwise becomes invalid and if your account is suspended due to the inability to process your credit card. you are responsible for payment of fees regardless of actual usage. Unless otherwise stated on the Proposal for our services payments for contracted services shall begin accruing on the date of execution and charged accordingly. All payments for services rendered are paid in advance for the trailing 30 days from such payment. Payments which are past due will be paid in full with current charges when account is brought current, unless specifically agreed upon in writing by us and you. You must raise any dispute that you have regarding the charges for services immediately when the charge occurs, but in any event within 90 (ninety) days after the date of the charge. We will endeavor to resolve any disputes promptly. You waive any right to dispute a charge that is not raised and resolved within 90 (ninety) days from the date of the charge.
You solely are responsible for verifying the identities and any credentials for any users that you enroll on the Sites and provide with access to our Services. You acknowledge that we will follow your instructions regarding users to be given access to the Sites and provided with our Services and that we have no responsibility to verify the identities of your users or their rights to access the Sites and our Services.
If you add authorized users and/or Services from our associate companies, such additional users and Services will be billed automatically to you in accordance with contracted rates as specified in the Proposal. We reserve the right to unilaterally determine contracted rates and bill for additional users and/or Services whether or not such additional users and/or Services are readily quantifiable. We are not obligated to apply any special pricing, promotions, or discount to newly requested user activation(s) or the provision of additional Services.
4 No Guarantee of Results; Additional Services
We do not and cannot guarantee the results of our Services. Decisions including, but not limited to, educational requirements, compliance requirements, health and safety requirements, human resource requirements, accreditation, continued accreditation, rights, privileges, provider enrollment submissions to insurance payers, and payer decisions to contract with specific providers are all decisions and processes outside of MedTrainer’s control. As such, we make no promises regarding the outcome of the Services that we provide for you and your users.
MedTrainer strongly recommends any healthcare provider who is not enrolled with a given insurance payer refrain from delivering service in anticipation of contracting with said payer. There is no guarantee a provider will successfully contract with any specific payer and MedTrainer will not be liable for a provider’s decision to deliver services prior having a contract with an insurance payer.
MedTrainer’s services are based on our best of knowledge at the time the services are created. Training services are periodically reviewed, however the accuracy of such services may depend upon factors beyond our control. We therefore do not guarantee that the training services will be up-to-date at any particular point in time.
MedTrainer provides training for medical providers as well as fully-managed credentialing, self-managed credentialing, and provider data management. The accreditation, training and credentialing processes are separate and distinct, and performance of one does not necessarily reflect on the other. If you are interested in our additional Service(s), please contact one of our representatives.
Your automated billing method, including credit card, ACH, etc., will be billed in accordance with the terms listed on your Proposal during the subscription term and subsequent subscription terms until your subscription is discontinued. If you want to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit your credit card information by logging into your account. In the event of unsuccessful billing, you will be notified and your account may be suspended until you update your billing information with a valid credit card. You will remain responsible for all monthly charges incurred whether or not your account is in default or suspended.
You will pay all applicable sales, use, service, value-added, consumption or other taxes associated with the Services you purchase. MedTrainer and its subsidiaries will pay all taxes on its income and all taxes and insurance associated with its personnel.
Taxes are determined by independent jurisdictions which MedTrainer does not control and may be added to MedTrainer invoices at the mandated rate without advanced notice to you. Any such taxes will be notated on any invoice issued by MedTrainer.
6 Cycling of Users
Cycling of users is prohibited for all of our services. “Cycling” is the cancellation of licensed users who have received training and the enrollment of new users who require training. Cycling is the intentional replacement of a user who has received training with a user who has not received training, credentialing, compliance, or accreditation services for the purpose of avoiding payment for additional users. We reserve the right to audit all user cancellations and enrollments for the purpose of determining if such cancellations and enrollments are justified based on staffing needs or are the result of Cycling. We will base the audit on the industry-specific norms for licensed user turnover. We, in our sole discretion, will make a determination as to whether a user has engaged in Cycling and if we determine the user has engaged in this practice, the user will be charged for additional usage. We will diligently attempt to notify the user of the assessment of additional usage charges via email, however we are not responsible for failed electronic communications and are not required to provide advance notice of additional usage charges.
7 Statements, Testimonials, and Information Authorization and Release
You, on behalf of the facility you represent (hereinafter referred to as “Facility”), hereby grant to us, and our heirs and assigns, and anyone authorized by them (herein collectively called the “Licensed Parties”), authorization, consent, and the worldwide right (a) to record, edit, use, display, print, reproduce, copy, publish, republish, distribute, broadcast, and copyright the statements you make and information you provide to us related to you and your Facility’s opinions, findings, and experiences with the customer systems and services offered by us to the Facility (“Statements and Information”) in whole or in part, and any material based upon or derived therefrom (collectively, the “Material”); and (b) to attribute to and identify you by your first and last name, company name, and company logo with or without your likeness in connection with my Statements and Information, in any manner or media whatsoever whether now known or later developed for purposes of marketing, advertising, promoting and publicizing us and the products and services we sell. You acknowledge that we may edit the Statements and Information, but in no way may we change the character or nature of the opinions, findings, and experiences expressed in the Statements and Information. You acknowledge and agree that if your opinion changes with regard to the Statements and Information, you have an affirmative duty to inform us immediately. you hereby release, hold harmless, and forever discharge the Licensed Parties, from any and all claims, damages, liabilities, or demands, including, without limitation, any and all claims for libel or invasion of privacy, that we, our affiliates, our subsidiaries, heirs or assigns may have arising out of or in connection with any use or any editing, distortion, alteration, or use of the Material by the Licensed Parties in partial or composite form, whether or not intentional.
8 Logo and Graphic Authorization and Release
You hereby authorize us to use any logo or graphic you provide to us and hereby grant us, our associated companies and affiliates, including their heirs and assigns, and anyone duly authorized by them (collectively referred to as “Licensed Parties”), authorization, consent and the worldwide right to record, edit, use, display, print, reproduce, copy, publish, republish, distribute, and broadcast a logo or graphic (collectively referred to as, “Material”) that you provide to us related to your company and in any manner or media whatsoever whether now know or later developed for purposes of marketing, advertising, promoting or publicizing us and our products. Nothing herein shall obligate us or the Licensed Parties to make use of any of the Material. You acknowledge if the authority to utilize such logo and graphics as described herein is no longer valid, you will inform us immediately. You hereby release, hold harmless, and forever discharge the Licensed Parties, from any and all claims, damages, liabilities, or demands, including, without limitation, any and all claims for libel or invasion of privacy, that your heirs or assigns may have arising out of or in connection with any use or any editing, distortion, alteration, or use or any editing, distortion, alteration, or use of the Material by the Licensed Parties in partial or composite form, whether or not intentional. You hereby acknowledge that you have the full right and authority to grant all the rights and permissions set forth herein and this Authorization and Release does not in any way conflict with any existing commitment on your part. You further represent that you are of legal age for the purposes of forming binding contracts.
9 Integration with Third Parties
Some clients may elect to utilize integrations with third-party software and/or systems that may affect data in the respective client’s account. In the event such an integration exists, whether accomplished programmatically, by linking, or any other method, we will not be responsible for any data changes as a result of the integration. Moreover, we will not be responsible for providing service to any provider who has been inadvertently labeled as inactive providers as a result of change made or caused by a client’s third-party integration.
10 Duration of Agreement and Terms of Service
This Agreement and the Terms of Service are in full force and effect each time you access any of our Sites and you are an authorized user of one of our Sites in any capacity. We reserve the right, at our sole discretion, to pursue all of our legal remedies, including, but not limited to, removal of your User Content (as defined in the Terms of Service) from our Sites and immediate termination of your registration with or ability to access the Sites if you violate this Agreement or the Terms of Service. Upon any breach by you of this Agreement or Terms of Service or if we are unable to verify or authenticate any information you provided to any of our Sites, all applicable provisions of this Agreement shall remain in full force and effect even upon termination of your registration with any of our Sites.
11 Governing Law
We control the Sites from our offices within the State of California. The laws applicable to the interpretation of this Agreement shall be the laws of the State of California and applicable federal law, without regard to any conflict of laws rules thereof. We make no representation that the content, materials, services, or information available on the Sites are appropriate for access outside of the United States and accessing them from jurisdictions where they are illegal is prohibited. Those who choose to access the Sites from outside the United States do so on their own initiative, at their own risk, and are responsible for compliance with local laws. You agree to submit any dispute arising under or in connection with the use of the Sites and/or their Contents to the state and federal courts sitting in the State of California and the County of San Bernardino and hereby agree to submit to the exclusive jurisdiction thereof.
All disputes regarding this Agreement shall be determined pursuant to compulsory arbitration on the following terms, namely:
12.1 Any controversy or claim arising out of or relating to this Agreement or relating to the Services, the parties’ relationship, the enforcement, or interpretation of this Agreement, or because of an alleged breach, default, or misrepresentation in connection with this Agreement, shall be determined by final, binding, and confidential arbitration. The arbitration proceedings shall be held and conducted by one or more arbitrators in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “JAMS Rules”), as modified by this Agreement. Such arbitration shall take place in San Bernardino County, California, and be initiated by any party in accordance with the JAMS Rules. The demand for arbitration shall be made by any party hereto within a reasonable time after the claim, dispute or other matter in question has arisen, and in any event shall not be made after the date when institution of legal proceeding, based on such claim, dispute or other matter in question, would be barred by the applicable statute of limitations. California Code of Civil Procedure Section 1283.05, which provides for certain discovery rights, shall apply to any such arbitration, and such Code Section is incorporated herein by reference. Discovery issues shall be decided by the arbitrator(s). Post-hearing briefs shall be permitted. The arbitrator(s) shall render a decision within twenty (20) days after the conclusion of the hearing(s). In reaching a decision, the arbitrator shall have no authority to change, extend, modify, or suspend any of the terms of this Agreement, or to grant an award or remedy any greater than that which would be available from a court under the statutory or common law theory asserted. The arbitrator(s) shall issue a written opinion that includes the factual and legal basis for any decision and award. The arbitrator(s) shall apply the substantive law (and the law of remedies, if applicable) of California or federal law, or any of them, as applicable to the claim(s) asserted. Judgment on the award may be entered in any court of competent jurisdiction. In addition, either party may seek, from a court of competent jurisdiction in San Bernardino County, provisional remedies or injunctive relief in support of their respective rights and remedies hereunder without waiving any right to arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall allocate all costs and expenses of the arbitration (including legal and accounting fees and expenses of the respective parties) to the parties in the proportions that reflect their relative success on the merits (including the successful assertion of any defenses);
12.2 The party desiring arbitration shall nominate one arbitrator and shall notify the other parties of such nomination. Such other parties shall within ten (10) days after receiving such notice, nominate an arbitrator and the two arbitrators shall select a chairman of the arbitral tribunal to act jointly with them. If the arbitrators shall be unable to agree in the selection of such chairman, the chairman shall be designated by a Judge of the applicable jurisdiction upon an application by any party;
12.3 If the parties hereto receiving the notice of the nomination of any arbitrator by the party desiring arbitration fail within the said ten (10) days to oppose the nomination of said arbitrator, the nominated arbitrator shall be performed as the arbitrator for the purposes of arbitration under this Agreement. The arbitrator nominated by the party desiring arbitration may proceed alone to determine the dispute in such manner and at such time as he shall think fit and his decision shall, subject to the provisions hereof, be binding upon the parties; and
12.4 Notwithstanding the foregoing, any arbitration may be carried out by a single arbitrator if the parties hereto so agree, in writing. In this event, the provisions of this paragraph shall apply mutatis mutandis; to the single arbitrator.
13 Notice and Opportunity to Cure
It shall be a condition precedent to either Party’s right to terminate this Agreement for Cause that (i) the Party seeking termination shall first have given the other Party written notice stating with specificity the reason for the termination (“breach”) and (ii) if such breach is susceptible of cure or remedy, a period of thirty (30) days from and after the giving of such notice shall have elapsed without the breaching Party having effectively cured or remedied such breach during such 30-day period, unless such breach cannot be cured or remedied within thirty (30) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days) provided the breaching Party has made and continues to make a diligent effort to effect such remedy or cure.
We may transfer, assign, sub-contract or otherwise deal with our rights and/or obligations under this Agreement. You may not transfer or assign this Agreement or your obligations thereunder.
If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
16 Exclusion of Third-Party Rights
The terms of this Agreement and the Terms and Conditions are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. Our exercise of our rights in and under this Agreement or the Terms of Service is not subject to the consent of any third party.
17 Notices and Communications.
17.1 We will endeavor to communicate with you through a means of your choice and in a way that is effective and efficient. Such methods may include, but are not limited to, MMS and SMS texting, autodialing, e-mail, facsimile transmission, and other means not listed herein. You are responsible for the costs of any such communications.
17.2 Although we respect your communication preferences, any notices under or regarding this Agreement and the Terms of Service may be made to the e-mail address(es) provided by you. By providing an e-mail address(es), whether business or personal, you consent to allow us to use such e-mail in any manner we deem appropriate and necessary, including communications relating to this Agreement and the Terms of Service. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address you provide to us.
17.3 Except as explicitly stated otherwise, any notices by you under this Agreement shall be given by e-mail to us at email@example.com.
17.4 Notice shall be deemed given six (6) hours after an e-mail is sent or earlier if actually received earlier by the recipient, unless the sending party is notified that the e-mail address is invalid. If notice is provided by certified mail, notice shall be deemed given three (3) days after the date of mailing.
Except as expressly provided in a particular page of the Site titled “Legal Notice” that references this Agreement, this Agreement sets forth the entire understanding and agreement between us and you with respect to the subject matter hereof. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches and shall not constitute a waiver of said breach. You acknowledge that transmissions to and from the Sites are not confidential and your communications may be read or intercepted by others. You acknowledge that by submitting communications to us, no confidential, fiduciary, contractually implied or any other relationship is created between you and us other than pursuant to this Agreement between you and us.
19 Use of Information
20 HIPAA COMPLIANCE
20.1 You hereby agree that Personal and Protected Health Information gained or provided by reason of this Agreement shall not be disclosed, transferred, or sold to any party, except as otherwise provided for in this Agreement or by law. Moreover, the information shall only be communicated with the prior written consent of the person, or his/her attorney or guardian, to whom the Personal and/or Protected Health Information pertains. You shall maintain the confidentiality of all Personal and/or Protected Health Information and other information gained by reason of this Agreement, and shall return or certify the confidential destruction of such information if requested by us.
20.2 You and your employees and sub-contractors shall perform all obligations pursuant to these Terms and Conditions and any explicit Agreement between you and us, if any, in compliance with HIPAA and regulations enacted pursuant to this provision, successor law, and/or regulation. Pursuant to 45 CFR 164.502(e), you shall implement policies and procedures to safeguard Protected Health Information in accordance with the requirements of federal and state law.
20.3 You shall only use or disclose Protected Health Information as required to perform the services specified in this Agreement or as required by law and shall not use or disclose such Protected Health Information in any manner inconsistent with the use and disclosure restrictions mandated by HIPAA. You shall ensure Protected Health Information is not disclosed without authorization by establishing appropriate procedures and safeguards in accordance with the terms of this Agreement in addition to state and federal law. You shall not use the Sites for the purpose of storing Protected Health Information. This requirement shall extend to the transmission, storage, and maintenance of electronic data that contains Protected Health Information for as long as the Protected Health Information is within your custody and control, even after the termination of this Agreement.
You agree to defend, indemnify, and hold harmless us, and our affiliates, managers, members, officers, employees, officers, directors and agents for all reasonable costs, including legal and accounting fees, incurred by us arising from any third party claims, actions or demands, including without limitation, claims by users, actions or demands alleging or resulting in your breach of the terms of this Agreement, user content or other material you provide to us, the use of your user name and your use of our content. We shall provide notice to you promptly of any claim, suit, or proceeding. You shall cooperate as fully as reasonably required in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without our written consent.
22 Information and Press Releases
The Sites may contain information and press releases about us. While this information was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update this information or any press releases. Information about companies other than us or our affiliates contained in the press release or otherwise, should not be relied upon as being provided or endorsed by us.
23 Entire Agreement
24 WARRANTIES AND DISCLAIMERS
THE SITES AND THEIR CONTENTS ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. MEDTRAINER AND OUR AFFILIATES, PARENTS AND SUBSIDIARIES, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, NON- INFRINGEMENT OF THIRD PARTIES’ RIGHTS, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, QUIET ENJOYMENT OR SITE AVAILABILITY. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (i) THE SERVICES AND MATERIALS AVAILABLE ON THE SITES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OR THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE OR RELIABLE.
ALL CONTENT PROVIDED BY OR THROUGH MEDTRAINER AND OUR AFFILIATES AND ANY OF OUR SITES MUST BE VIEWED AND EVALUATED BY YOU, THE END USER TO ENSURE IT IS SUITABLE FOR THE PURPOSE. WE ENDEAVOR TO KEEP ALL CONTENT COMPLETE AND ACCURATE, BUT WE DO NOT WARRANTY ALL CONTENT TO BE FREE OF ERRORS AND THE MOST CURRENT VERSION OF APPLICABLE MATERIAL. IN THE EVENT OF LINKS TO THIRD-PARTY CONTENT, WE DO NOT GUARANTEE THE INFORMATION PROVIDED IN EXTERNAL WEBSITES IS ACCURATE OR COMPLETE. WE DO NOT HAVE CONTROL OVER THE CONTENT, ACTIVITIES, SECURITY OR PRIVACY POLICIES OF THIRD-PARTY WEBSITES AND ACCEPT NO RESPONSIBILITY OF THE SAME. IT IS THE END USER’S RESPONSIBILITY TO EVALUATE ALL EXTERNAL LINKS FOR SUITABILITY OF USE.
WE DO NOT GUARANTEE CONTENT WILL BE ACCEPTED BY THIRD PARTY ACCREDITATION ENTITIES, STATES, OR OTHER LICENSING BODIES FOR ANY PURPOSE, QUALIFIES FOR PROFESSIONAL CONTINUING EDUCATION REQUIREMENTS OF ANY KIND, OR IS SPECIFICALLY SUITED FOR ANY FURTHER PURPOSE ANTICIPATED BY THE END USER. WE DO NOT GUARANTEE OR WARRANT THE OUTCOME OF OUR SERVICES, INCLUDING TRAINING AND ACCREDITATION SERVICES. WE DO NOT GUARANTEE THAT A USER OF THE SERVICES WILL BE ACCREDITED OR CREDENTIALED BY A PARTICULAR ORGANIZATION. WE HAVE NO CONTROL OVER THE ACTIONS OF A CREDENTIALING ORGANIZATION OR ANY THIRD PARTIES INVOLVED IN ACCREDITATION OR CREDENTIALING AND ACCEPT NO RESPONSIBILITY FOR THE ACTIONS OF SUCH ORGANIZATIONS AND THIRD PARTIES. IN NO EVENT SHALL WE BE LIABLE TO YOU FOR THE ACTIONS OF ANY CREDENTIALING OR ACCREDITATION ORGANIZATIONS AND THIRD PARTIES IN REGARDING TO THE TRAINING AND CREDENTIALING SERVICES THAT WE PROVIDE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES THAT ARE NOT PERMITTED TO BE EXCLUDED ARE LIMITED TO NINETY (90) DAYS OR SUCH LONGER PERIOD AS APPLICABLE LAW REQUIRES.
SITE CONTENT MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE SITES OR THEIR CONTENT. BY USING THE SITES, YOU AGREE TO THESE TERMS AND CONDITIONS OF USE, AND YOU AGREE TO USE THE SITES AT YOUR OWN RISK. WE MAY CHANGE THE SITES AT ANY TIME. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO CORRECT ANY ERRORS OR OMISSIONS IN ANY PORTION OF THE SITES.
WE DO NOT WARRANT THAT THE SITES WILL OPERATE ERROR-FREE OR THAT THE SITES AND THEIR SERVERS ARE FREE OF COMPUTER VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITES OR THEIR CONTENTS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR THOSE COSTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITES AND THE INTERNET GENERALLY.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OF OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, THE SITES AND THEIR CONTENT AND/OR ANY DOCUMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE ABOVE PARAGRAPH MAY NOT APPLY TO YOU. IF THE LIMITATIONS SET FORTH ABOVE ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN OUR MAXIMUM LIABILITY TO YOU FOR ANY TYPE OF DAMAGES SHALL BE LIMITED TO THREE MONTHS’ SERVICE CHARGES OR SUCH LARGER AMOUNT AS APPLICABLE LAW REQUIRES.
25 Limited Waiver of Sovereign Immunity
In the event that you are a federally recognized tribe, you hereby grant to Med Trainer, Inc. a limited waiver of sovereign immunity and consent to the jurisdiction of the United States District Court for the Central District of California or the Superior Court of San Bernardino County, California. This limited waiver of sovereign immunity shall not conflict with any binding arbitration provision of this Agreement. In no instance shall we seek enforcement against any Tribal asset held in trust or which has a restricted status by the United States. In no event shall an award of damages exceed the amount billed by us to the Tribe during the preceding twelve (12) month period, not including renewal periods or previous contract terms. This limited waiver is applicable only to us and does not apply to actions by third parties or any disputes outside of this Agreement. This waiver is strictly limited to actions or claims by us that arise directly from, or are related to, this Agreement. This limited waiver of sovereign immunity is irrevocable and shall remain in effect for the duration of this Agreement and for 2 years after termination of this Agreement. you expressly warrant that this limited waiver of sovereign immunity has been approved and authorized by the appropriate office.