InstaMed Connect Terms of Service (“Agreement”) is an agreement between you (“you,” “your”) and InstaMed Communications, LLC (“InstaMed,” “we,” “our” or “us”) governing your use of InstaMed’s application programming interface (“InstaMed Connect”). By accessing InstaMed Connect, you agree to be bound by this Agreement.
1. Permitted Access and Use.
You will not use InstaMed’s name, trademarks, logos, websites or proprietary information without InstaMed’s prior written consent. You will not, nor will you permit another party to, sell, rent, lease, sublicense, publicly display, translate, modify, create derivative works of, redistribute or syndicate access to InstaMed Connect or to InstaMed Content. You will not, nor will you permit another party, to scrape, build databases or otherwise create permanent copies of InstaMed Content or InstaMed Connect. You will not use InstaMed Connect or the InstaMed Content to develop or to provide any payment processing service, payment gateway or similar service, other than InstaMed’s payment processing service.
You expressly acknowledge that InstaMed retains all worldwide right, title and interest in and to InstaMed Connect and InstaMed Content, including all intellectual property rights therein and any derivative works or enhancements thereof. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld.
As between you and InstaMed, you retain all worldwide right, title and interest in and to your products and services, including but not limited to all intellectual property rights therein.
This Agreement and your access to InstaMed Connect and the InstaMed Content do not grant you any rights to InstaMed’s services or software or the content accessed through them, or any other intellectual property rights of InstaMed. Except as expressly permitted in this Agreement, you will be required to enter into a commercial license agreement with InstaMed (acceptable to us in our sole discretion) in order to access and use InstaMed’s products and services.
We may terminate this Agreement or any portion of this Agreement for any reason or no reason at any time upon notice to you. We may also suspend access to InstaMed Connect if you (i) have violated the terms of this Agreement, any other agreement you have with InstaMed or InstaMed’s policies, or (ii) provide any false, incomplete, inaccurate or misleading information or otherwise engage in fraudulent or illegal conduct. We will not be liable to you for compensation, reimbursement or damages in connection with any termination or suspension of InstaMed Connect.
6. Disclaimer of Warranty.
INSTAMED CONNECT AND THE INSTAMED CONTENT ARE PROVIDED “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. INSTAMED HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY INSTAMED SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, INSTAMED MAKES NO WARRANTIES RELATED TO OR IN CONNECTION WITH ANY THIRD PARTY, SOFTWARE, DATA, HARDWARE OR EQUIPMENT. ANY INSTAMED CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF INSTAMED CONNECT ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
7. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL INSTAMED OR ANY OF ITS EMPLOYEEES, OFFICERS, DIRECTORS, AFFILIATES, AGENTS OR REPRESENTATIVES (EACH, AN “INSTAMED PARTY”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY, DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF THIS AGREEMENT, EVEN IF INSTAMED OR ANY INSTAMED PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH LOSSES. INSTAMED ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF INSTAMED CONNECT OR INSTAMED CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF INSTAMED CONNECT OR THE INSTAMED CONTENT; (III) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH INSTAMED CONNECT OR THE INSTAMED CONTENT; AND/OR (IV) YOUR SERVICES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED $500.
You agree to indemnify, defend and hold harmless InstaMed and each InstaMed Party from and against any and all losses, damages, taxes, costs (including reasonable attorneys’ fees), penalties arising from any claims, lawsuits, actions, proceedings, investigations or similar matters arising from: (i) any breach of this Agreement by you; (ii) your wrongful or negligent use of InstaMed Connect or the InstaMed Content; (iii) any claim that the your products, services or intellectual property, or any component thereof, infringes the intellectual property rights of any third party; (iv) any negligent or willful misconduct by you; and (v) any violation of laws, rules or regulations by you.
9. Governing Law; No Jury Trial; Injunctive Relief.
This Agreement will be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without reference to principles of conflicts of law thereunder. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the federal or state courts of Pennsylvania in any action or proceeding arising out of or relating to the Agreement and irrevocably agrees that all claims in respect of such action or proceeding shall be heard and determined in the federal or state courts in Philadelphia, Pennsylvania. The parties hereby waive their respective rights to a trial by jury. In the event of a breach of this Agreement, InstaMed will be entitled to immediate injunctive and other equitable relief, without the necessity of posting a bond or other security or showing actual monetary damages. Nothing in this Section 9 will be construed as prohibiting either party from pursuing any other remedies available to it for such breach or threatened breach.
InstaMed may update or modify InstaMed Connect, the InstaMed Content or this Agreement from time to time at its sole discretion by posting the changes on our website or by notification to you, including by email. If any change is unacceptable to you, your only recourse is to stop using InstaMed Connect and InstaMed Content. Your continued access or use of InstaMed Connect or any InstaMed Content after a modification of this Agreement will constitute binding acceptance of the change. Any modification to this Agreement must be in writing.
This Agreement constitutes the entire agreement between the parties and supersedes any and all prior agreements, either oral or written, between the parties hereto with respect to the subject matter of this Agreement. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. The failure of either party to enforce, at any time, or for any period of time, any provision hereof or the failure of either party to exercise any option herein shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provision or exercise such option. Unless otherwise required by law, an action or proceeding by you relating to any dispute arising from this agreement must commence within one year after the cause of action accrues. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by InstaMed without restriction.
Last Updated: February 19th, 2015