Terms and Conditions

IMPORTANT – READ CAREFULLY

THIS CLOUD SERVICES AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AND BINDING CONTRACT BETWEEN YOU (“CHANNEL PARTNER” or “YOU” or “LSC”) AND TexVoz LLP (“MedicalTra”). THE AGREEMENT GOVERNS CHANNEL PARTNER’S ACCESS TO AND USE OF THE MedicalTraSOFTWARE FOR INTERNAL BUSINESS PURPOSES AND THE DELIVERY OF SERVICES TO YOUR CUSTOMERS (EACH, A “CLIENT”) (AS FURTHER DEFINED BELOW, THE “SOFTWARE”).

PLEASE READ THIS AGREEMENT CAREFULLY.  BY INSTALLING AND USING OR ACCESSING THE SOFTWARE, AND BY CLICKING “I ACCEPT” BELOW, CHANNEL PARTNER INDICATES ITS ACCEPTANCE OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT. IF CHANNEL PARTNER DOES NOT AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, MedicalTra WILL IMMEDIATELY DISABLE CHANNEL PARTNER’S ACCESS TO THE SOFTWARE AND DEACTIVE CHANNEL PARTNER’S ACCOUNT.

THIS AGREEMENT APPLIES TO THE SOFTWARE THAT CHANNEL PARTNER HAS LICENSED.  THE SOFTWARE IS LICENSED, NOT SOLD.  CHANNEL PARTNER MAY USE ONLY THE SOFTWARE THAT CHANNEL PARTNER HAS LICENSED AND HAS PAID FOR, AND CHANNEL PARTNER MUST USE IT STRICTLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.  CHANNEL PARTNER IS RESPONSIBLE FOR ENSURING THAT ALL EMPLOYEES, CONTRACTORS, CLIENTS AND OTHER USERS (“AUTHORIZED USERS”) WITHIN ITS ORGANIZATION OR ENTITY ABIDE BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

MedicalTra RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AT ANY TIME, AND SUCH MODIFIED TERMS AND CONDITIONS SHALL HAVE IMMEDIATE EFFECT ONCE THEY ARE MADE AVAILABLE THROUGH SOFTWARE UPDATES OR OTHERWISE THROUGH CHANNEL PARTNER’S USE OF THE SOFTWARE AT ANY TIME AFTER SUCH MODIFICATIONS ARE MADE.

1. DEFINITIONS

1.1 “Services” shall mean the interpretation services that Channel Partner is providing to its Clients using the Software (including the Client Software).

1.2 “Client” shall mean Channel Partner’s end user clients, i.e., the entity or individual for which The LSC is providing the Services.

1.3 “Client Software” shall mean the client interface components of the Software, the mobile applications and all Software installed on Client computers.

1.4 “Order Form” shall mean the document or other method (including, but not limited to, online or email order form) by which Channel Partner licenses use of the Software from MedicalTra.

1.5 “Software” shall mean all the software provided by MedicalTra collectively (including without limitation the Client Software), and each separate component of the foregoing, and any updates, upgrades or enhancements to the Software or any Software component provided to You by MedicalTra, including, without limitation, any support software provided to You by MedicalTra via the Internet, email or by any other means.

1.6 “VRI” shall mean video remote interpreting.

1.7 “OPI” shall mean over-the-phone interpreting.

1.8 “LSC” shall mean a language service provider (including You) and a customer of MedicalTra. Language service providers are companies that use the MedicalTra platform to manage their interpretation services business. LSC’s can also use the MedicalTra platform to deliver onsite, OPI and VRI interpreting services to their clients.

2. LICENSE GRANT

(A)  CLIENT SOFTWARE LICENSE.  Channel Partner is purchasing the number of Client Software licenses specified in the applicable Order Form.  The Order Form specifies the number of organizations or entities for which Channel Partner may use the Client Software to provide Services.  Channel Partner may install the Client Software on computers within the organizations or entities specified in the applicable Order Form.  The Order Form also specifies how many users and computers are permitted within each Client organization or entity.  Channel Partner may only install the Client Software on the number of user computers within the each Client organization or entity as specified in the applicable Order Form.

(B) LICENSE RESTRICTIONS.  Notwithstanding anything to the contrary herein, the license grants of Section 2 are subject to the following restrictions:

(i)   Representations.  Channel Partner shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access or otherwise use the Software, including, without limitation, modems, hardware, software, and long distance or local telephone service. Channel Partner shall be responsible for ensuring that such equipment or ancillary services are compatible with the Software.

(ii)  Derivative Works.  Channel Partner may not modify or make derivative works of the Software, the documentation thereof, or any other component that may be included in the Software or provided with the Software, nor rent, lease or otherwise distribute the Software or the documentation thereof, except as expressly permitted in Section 2 of this Agreement.

(iii)  Transfer of Rights.  Except as expressly set forth in Section 2, Channel Partner shall not assign, sublicense, rent or otherwise transfer Channel Partner’s access and use rights under this Agreement to the Software without the prior written approval of MedicalTra.

(iv) Reverse Engineering and Software Development.  Channel Partner may not reverse engineer, decompile, or disassemble the Software, directly or indirectly, in whole or in part. The Software shall only be used in accordance with the accompanying documentation and shall not be used for software development or any other purposes.

(v) Ownership.  All worldwide ownership of and all rights, title and interest in and to the Software, and all copies and portions thereof, including without limitation, all copyrights, patent rights, trademark rights, trade secret rights, inventions and other proprietary rights therein and thereto, are and shall remain exclusively in MedicalTra. The only rights Channel Partner acquires under this Agreement are the Software license rights set forth in this Agreement.

(vi) Other Restrictions.  Channel Partner may not use the Software to:

(a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(b) conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail or multi-level marketing campaigns;

(c) publish, post, distribute, disseminate or link to any: (i) defamatory, infringing, or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright, rights of privacy or publicity, or other proprietary rights, unless You own or control such rights or have received all necessary consents for Your use of such software and other materials;

(d) harvest, collect or aggregate user names or email addresses for any purpose;

(e) restrict or inhibit any other user from using and enjoying its rights with respect to MedicalTra or its website, interfering with or disrupting the MedicalTra website, the MedicalTraservice servers or network connected to MedicalTra; or

(f) violate any applicable government laws, rules or regulations.

3. The MedicalTra Professional Interpreter Network (APIN)

The APIN services constitute a technology platform (“MedicalTra Platform”) that enables clients to use MedicalTra’s mobile applications, landline phones or MedicalTra’s website portal provided as part of the Services (each, an “Application”) to get on-demand interpretation services with third party providers of such services, including independent third party interpretation service providers under agreement with MedicalTra or certain of MedicalTra’s affiliates (“Backstop Providers”).  Channel Partner acknowledges that MedicalTra does not provide interpretation services as an interpretation service provider. Third party Backstop Providers reserve the right to decline interpretation services to a MedicalTra customer contacted through the MedicalTra Platform. The Channel Partner acknowledges that MedicalTra does not contract with, employ, hire, vet, qualify, manage or provide interpreters and is not responsible or liable for the conduct of interpreters that are answering calls or providing interpretation services via the MedicalTra Platform. MedicalTra works with Backstop Providers in the APIN to ensure that they meet MedicalTra’s minimum quality standards. APIN Crowd Languages are generally supported for on-demand services, but MedicalTra makes no guarantee, representation or warranty that any on-demand OPI or VRI call placed via the APIN for a supported language will be answered. MedicalTra reserves the right to change and update the list of supported languages for both OPI and VRI services at any time. In addition, MedicalTra customers are able to route calls to their own interpreter pool (known as “Internal Calls”) and are not required to use a Backstop Provider.

4. FEES

Channel Partner must pay the fees specified in the applicable MedicalTra Order Form. Such fees may include ongoing monthly or other periodic fees.  Failure to pay such fees on time will result in shut down of Channel Partner’s and its Clients’ accounts and use of the Software as specified in the Termination section of this Agreement.

Usage Fee Invoices and Payments: Payment for all usage fees are due by bank wire transfer, ACH bank transfer or credit card within 15 (fifteen) calendar days of MedicalTra’s usage invoice. Checks are accepted as a form of payment. All usage fees are invoiced monthly based on the LSC usage activity for each calendar month. If the monthly usage invoice amount is greater than $5,000 (five thousand dollars), the LSC will be required to enroll in MedicalTra ACH autopay. With ACH autopay, MedicalTra will automatically withdraw funds from the LSC’s pre-approved bank account 2 business days after the invoice date.  Interest at the lesser of 1.5% per month or the maximum amount permitted by law will be assessed upon all balances that are not paid by the payment due date.

LSC Payment Guarantee: LSC agrees to the payment terms in its Order Form without regard to the payments and terms negotiated between LSC and LSC’s Client(s).

Base subscription fee: LSC base subscription fees are paid separately from LSC usage fees. Base subscription fees are paid automatically by credit card on the date outlined in the LSC’s Order Form.

Call Usage Pricing Changes: LSC understands that the nature of this agreement is month to month. While pricing adjustments are not common or expected, MedicalTra has negotiated rates with Backstop vendors that are subject to change. If necessary, MedicalTra reserves the right to adjust OPI and VRI rates to the LSC with a minimum 30 day notice.  MedicalTra will notify LSC partner with at least a 30 day notice if any call routing rates will be changing and the details of those changes. The rates outlined on the order form are the initial rates being offered as part of this month to month agreement.

Service Shut Down: MedicalTra reserves the right to temporarily or permanently shut down LSC’s access to the Software if LSC has unpaid invoices that are past due.

Service Termination and Cancellation: This partnership agreement is month to month. LSC reserves the right to cancel the partnership with MedicalTra at any time with a 30 day notice of cancellation. MedicalTra reserves the right to terminate the partnership with the LSC for any reason with a 30 day notice.

5. USE OF THE SOFTWARE AND MedicalTra WEBSITE AND SERVICES

MedicalTra has no special relationship with or fiduciary duty to Channel Partner. Channel Partner acknowledges that MedicalTra has no control over, and no duty to take any action regarding: what Channel Partner accesses via MedicalTra or its website; what effects the content Channel Partner accesses may have on Channel Partner; how Channel Partner may interpret or use the content; or what actions Channel Partner may take as a result of having been exposed to the content. Channel Partner is solely responsible for Channel Partner’s activities in using the MedicalTra website, Software and other services, including the activities of Your employees, contractors, Clients and all parties that Channel Partner allows to have access to the MedicalTra website and/or Software. Channel Partner is solely responsible for the contents, modification, management and/or deletion of any and all files and data used by Channel Partner in conjunction with the Software. Further, Channel Partner is responsible to ensure that such files and data are not used in conjunction with the Software in violation of any law, rule or regulation, or copyright, trademark or other proprietary right or any other right of any third party. MedicalTra may access Channel Partner’s account, including its data, to respond to service and/or technical problems or as stated in this Agreement. Channel Partner, not MedicalTra, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all data stored in Channel Partner’s account. Furthermore, MedicalTra shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.

6. THIRD PARTY SOFTWARE

The Software may utilize or include third party software that is subject to open source and third party license terms (“Third Party Software”). Channel Partner acknowledges and agrees that its right to use such Third Party Software as part of the Software is subject to and governed by the terms and conditions of the open source or third party license(s) applicable to such Third Party Software, including without limitation any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this Agreement and the terms of such open source or third party licenses, the terms of the open source or third party licenses shall control only with regard to Channel Partner’s use of such Third Party Software. In no event shall the Software or components thereof be deemed to be “open source” or “publically available” software.

7. FEEDBACK MECHANISM; SHUTDOWN MECHANISM

The Software is equipped with a feedback mechanism that allows MedicalTra to review Channel Partner’s and its Clients’ use of the Software and communicates activity involving use of the Software back to MedicalTra.  MedicalTra reserves the right to use such data to evaluate the Software usage and for any purposes which MedicalTra deems useful or appropriate.  Channel Partner agrees that MedicalTra may collect and use technical data and related information, including but not limited to technical information about Your system, application software and peripherals, that is gathered periodically to facilitate the provision of Software updates, product support and other services (if any) related to the Software. The Software is also equipped with a shut-down mechanism by which MedicalTra may shut down Channel Partner’s and its Clients’ use of the Software.  MedicalTra reserves the right to use this shut-down mechanism at any time if Channel Partner or any of its Clients breach this Agreement, Channel Partner or its Clients use the Software in ways not permitted by this Agreement, and/or if Channel Partner fails to pay the applicable periodic Software fees as specified in the applicable Order Form.

8. ACCESS RESTRICTION

MedicalTra reserves the right to deny to Channel Partner, any Client or any user, in its sole discretion, access to the Software or any portion thereof without notice. Channel Partner is responsible for safeguarding the confidentiality of password(s) and user name(s) created by Channel Partner and/or any of its Clients for use with the Software, and for any use or misuse of the Channel Partner’s MedicalTra account resulting from any third party using a password or user name created by Channel Partner or any of its Clients. Channel Partner shall be solely responsible for securing access to its and its Clients’ data. MedicalTra shall in no event be liable for any unauthorized access to any data stored using the Software or MedicalTra website.

9. ACCURACY

Speech to Text software is still developing. It is not perfect, and users should expect that there will be some errors in any Transcript. Also, automated transcription success rate is mainly dependent upon the quality and properties of the transcribed audio/video file.

For this reason and for reasons described above we cannot be responsible for or guarantee the accuracy, completeness or usability of any Transcript made available to users through the Website and its automated Services.

Any Transcript, the Services and any Third Party Applications we use are provided to you “as is” and “as available” without any warranties, representations or guarantees of any kind, and we shall have no liability whatsoever arising from or relating to your use of the Website ,Services or any Third Party Applications, or your purchase or use of any Transcript.

10. REFUND POLICY

MedicalTra does not offer refunds. All sales are final.

11. WARRANTY DISCLAIMER

THE SOFTWARE, THE MedicalTra WEBSITE AND ALL OF THE CONTENTS THEREOF ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, AND MedicalTra HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO THE SOFTWARE, THE MedicalTra WEBSITE AND ALL CONTENTS THEREOF, THE ACCOMPANYING DOCUMENTATION, AND ANY ACCOMPANYING SUPPORTING MATERIALS OR OTHER MATERIALS RECEIVED FROM OR ON BEHALF OF MedicalTra AND/OR ANY AFFILIATE, AGENT, RESELLER, DEALER, DISTRIBUTOR, EMPLOYEE, CONTRACTOR OR REPRESENTATIVE OF MedicalTra . CHANNEL PARTNER EXPRESSLY ACKNOWLEDGES THAT THE WEBSITE AND/OR THE SOFTWARE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO AFFILIATE, CONTRACTOR, EMPLOYEE, AGENT, RESELLER, DEALER OR DISTRIBUTOR OR REPRESENTATIVE OF MedicalTra IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY OR TO MAKE ANY ADDITIONAL WARRANTIES. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION.

12. LIABILITY DISCLAIMER

MedicalTra SHALL HAVE NO LIABILITY FOR CONSEQUENTIAL DAMAGES. CHANNEL PARTNER IS SOLELY RESPONSIBLE FOR CHANNEL PARTNER’S AND ITS CLIENTS’ USE OF THE SOFTWARE AND/OR MedicalTra WEBSITE, INPUTS INTO THE SOFTWARE AND/OR MedicalTra WEBSITE, VERIFYING THE RESULTS OF THE USE OF THE SOFTWARE AND/OR MedicalTra WEBSITE AND HOW THE OUTPUT FROM THE SOFTWARE AND/OR MedicalTra WEBSITE IS USED BY CHANNEL PARTNER AND ITS CLIENTS.  IN NO EVENT SHALL MedicalTra BE RESPONSIBLE OR LIABLE TO CHANNEL PARTNER, ITS CLIENTS OR ANY THIRD PARTY FOR ANY LIABILITY ARISING OUT OF INSTALLATION OR USE OF THE SOFTWARE OR MedicalTra WEBSITE, WHETHER BY CHANNEL PARTNER, CLIENTS, USERS WITHIN CHANNEL PARTNER’S OR CLIENTS’ ORGANIZATIONS, OR OTHER AUTHORIZED USERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MedicalTra BE LIABLE OR OBLIGATED TO CHANNEL PARTNER OR ITS CLIENTS IN ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST DATA OR PROGRAMS, PRIVACY OF DATA OR PROGRAMS, UNAUTHORIZED ACCESS TO DATA OR PROGRAMS, BUSINESS INTERRUPTIONS, LOST PROFITS AND LOST REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF MedicalTra IS AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, MedicalTra SHALL NOT BE LIABLE TO CHANNEL PARTNER OR ITS CLIENTS IN AN AGGREGATE AMOUNT GREATER THAN $10,000 OR THE AMOUNT THAT CHANNEL PARTNER HAS PAID MedicalTra TO DATE, WHICHEVER AMOUNT IS LESS. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT.  THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

13. INDEMNIFICATION

Channel Partner agrees to defend, indemnify and hold harmless MedicalTra, and its employees, officers, contractors, investors, directors, agents, representatives, licensors, licensees and affiliates from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys’ fees) arising from (a) installation or use of the Software or MedicalTra website by Channel Partner and/or any Client and/or any users authorized by either of the foregoing (“Authorized Users and Organizations”), including without limitation claims relating to loss or confidentiality of data or programs (b) any violation by Authorized Users and Organizations of any warranty, representation or covenant under this Agreement, (c) Authorized Users and Organizations’ violation of any third party rights, including, without limitation, infringement of any copyright, trademark or patent right, violation of any other proprietary right and invasion of any privacy or publicity rights, and/or the use or misuse of Channel Partner’s MedicalTra account by Channel Partner or any third party using Channel Partner’s password(s) and/or user name(s). These obligations will survive any termination of this Agreement or Channel Partner’s relationship with MedicalTra.

14. US GOVERNMENT RESTRICTED RIGHTS

If Channel Partner is the United States Government or is acquiring the right to access and use the Software on behalf of the United States Government, then the United States Government agrees that: (a) if the right to access and use the Software is acquired by or supplied to the Department of Defense (“DOD”), the Software shall be classified as “Commercial Computer Software” and the government is acquiring only “restricted rights” in the Software and its documentation, as defined in Clause 252.227-7013(c)(1) of the DFARS; (b) for any part of the United States Government other than DOD, the government’s rights in the Software or MedicalTra website and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, for NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.

15. TERMINATION

The license granted herein is effective until this Agreement is terminated. This Agreement shall terminate immediately, without notice, in the event Channel Partner (i) fails to comply with any of the terms and conditions set forth in this Agreement, (ii) ceases doing business, (iii) does not make any payments due within 45 days of the applicable due date, or (iv) ceases using the Software and notifies MedicalTra thereof. MedicalTra reserves the right to refuse service or deny Software access to anyone at its sole discretion and to terminate this Agreement upon 30 days’ written notice. MedicalTra will not and is not obligated to refund any part of the payment made by Channel Partner. Upon termination of this Agreement, Channel Partner must immediately (i) destroy all copies of the Software and the MedicalTra website documentation in Channel Partner’s possession, or (ii) return the Software and documentation according to the instructions of MedicalTra.

16. TRADEMARKS

All trademarks, services marks, designs and logos used by MedicalTra in connection with the Software, MedicalTra’s services and/or MedicalTra website are the trademarks or registered trademarks of MedicalTra.  All other trademarks and/or service marks are the property of their respective owners.

17. COPYRIGHT MATTERS

MedicalTra respects the intellectual property of others, and we ask Channel Partner to do the same. We reserve the right to disable the accounts of Channel Partner, Clients and users who we believe to be infringing or otherwise violating the intellectual property, proprietary or other rights of third parties and to remove any such infringing materials. If You believe that Your copyrighted work has been copied and is accessible on the MedicalTra website in a way that constitutes copyright infringement, please notify MedicalTra’s  copyright agent by email at [email protected], by regular mail at 121 Newark Ave #302, Jersey City, NJ 07302 and provide the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (c) identification of the URL or other specific location on the MedicalTra website where the material that You claim is infringing is located; (d) Your address, telephone number, and email address; (e) a statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf. You hereby agree that You shall not assert any claim against MedicalTraor its officers or directors or employees with respect to such content unless and until: (1) You have fully completed the process set forth above; and (2) MedicalTra has failed to remove the offending content within thirty (30) days after such notification without a reasonable explanation for its failure to do so. It is MedicalTra’s policy to (1) block access to or remove content that it believes in good faith to be copyrighted material that has been illegally copied, displayed or distributed by any of MedicalTra’s advertisers, affiliates, content providers, members or users; and (2) remove and discontinue services to repeat offenders.

18. GENERAL

This Agreement constitutes the full, complete understanding of the parties as to the subject matter hereof, and may not be altered or modified, except by written amendment or collateral agreement which expressly refers to this Agreement and which is duly executed by MedicalTra and Your duly authorized representative. All prior representations, understandings and agreements between the parties regarding the subject matter hereof, whether written or oral, expressed or implied, are superseded and shall be of no effect. In the event of conflicting provisions between this Agreement and a duly executed collateral agreement or an Order Form, the duly executed collateral agreement or Order Form shall control. This Agreement shall be construed and governed in accordance with the laws of the state of New Jersey, without regard to conflict of law provisions. Any action related to this Agreement or the Software shall be brought exclusively in the state or federal courts located in the County of Hudson, State of New Jersey, United States of America.

Each party hereby agrees to submit to the jurisdiction of such courts. Channel Partner acknowledges that a breach of this Agreement will cause irreparable and continuing damage to MedicalTra for which money damages are insufficient, and MedicalTra shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate). In the event of litigation between Channel Partner and MedicalTra concerning the Software or any other item which is subject to this Agreement, the prevailing party in the litigation will be entitled to recover its attorneys’ fees and expenses from the other party. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.  If any part of this Agreement is found void or unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. Channel Partner agrees that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export law, restrictions or regulations. No waiver by MedicalTra of any breach or default by Channel Partner of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

The Software and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. All rights reserved under the copyright laws of the United States.

BY ACCESSING AND USING THE MedicalTra WEBSITE AND BY INSTALLING, ACCESSING AND USING THE MedicalTra PLATFORM AND SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE UNCONDITIONALLY THAT CHANNEL PARTNER AND CLIENTS SHALL BE BOUND BY ITS TERMS AND CONDITIONS.  YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO EXECUTE THIS BINDING AGREEMENT ON BEHALF OF CHANNEL PARTNER.