GI OnDEMAND Terms of Use

This Terms of Use (the “Agreement”) is a legally binding agreement made by and between GI OnDEMAND, LLC (“GI OnDEMAND”) and you, personally and, if applicable, on behalf of the entity for whom you are using any of the Sites or Services (collectively, “you” or “your”), and this Agreement governs certain aspects of your access to and use of the GI OnDEMAND website (www. giondemand.com), any other website owned or operated by GI OnDEMAND that you access via this website (the “Sites”) and all technology platform access, informational, referral and other services provided by GI OnDEMAND from time to time via any such Sites, (the “Services”) so please read it carefully.  

By accessing or using any part of the System, you agree that:

• GI OnDEMAND’s Privacy Policy (the “Privacy Policy”) governs the terms and conditions under which GI OnDEMAND gathers and uses personal information collected in connection with use of the Sites and Services, 
• GI OnDEMAND is not a licensed medical provider and does not provide medical care, healthcare services or emergency services, and if and to the extent you use any of the Sites or Services in connection with any such services, you must use a licensed healthcare provider to receive such services, and 
• you have read, understood and agreed to be bound by this Agreement.  

If any of the foregoing is incorrect, or if you do not agree to any of the foregoing or to any of the other provisions of this Agreement, do not access or use any part of the Sites or Services.  

This Agreement and the Privacy Policy shall be read together and construed, to the fullest extent possible, to be consistent with one another.  To the extent that they cannot be so construed, then in the event of any conflict between any terms of this Agreement applicable to matters addressed by the Privacy Policy, the Privacy Policy will prevail.  Some Services may be subject to additional terms that are either made available to you via the Sites when you access those Services or in a separate, written agreement between GI OnDEMAND and you.  If there is a conflict between these terms and the additional terms for particular Services, the additional terms will control for those Services.

1. Using the Sites and the Services.
   1. Use of the Site and Services.  You may use the Sites and the Services, and any content and materials made available to you in connection with your use of the Sites or the Services, only for informational purposes, accessing third party sites or services or information about third parties (subject to Section 1.6 below), and any additional purposes specifically authorized in additional terms applicable to a particular Service, in each case subject to the further limitations provided in this Agreement, any additional terms applicable to a particular Service, or any instructions for use that GI OnDEMAND may provide from time to time.  
   2. Accounts and Access.  To use certain Services, you must create an account accessible through a username and password.  You may not allow any other person to use your login credentials (e.g., user name, password, or access code) to access any such Services, you may not use any other person’s login credential to access any such Services and you may not otherwise permit the use of any such Services via your login credentials by anyone other than you.  You must notify GI OnDEMAND immediately of any unauthorized use or suspected unauthorized use of your login credentials. You are responsible for any internet access, hardware, or software that is necessary or appropriate to facilitate your use of or access to the Sites or Services.
   3. Termination.  You may stop accessing or using the Sites or the Services at any time.  GI OnDEMAND may terminate your access to the Sites or the Services in whole or in part if it reasonably believes you have breached any of the terms and conditions of this Agreement.  Following termination, you will not be permitted to access the Sites or use the Services.  If your access to the Sites or the Services is terminated, GI OnDEMAND may exercise whatever means it deems necessary to prevent unauthorized access to the Sites or the Services, including, but not limited to, technological barriers, IP mapping, and direct contact with your Internet service provider.  This Agreement will survive indefinitely unless and until GI OnDEMAND chooses to terminate it, regardless of whether any account you open is terminated by you or GI OnDEMAND or whether you continue to use or continue to have the right to use the Sites or the Services.
   4. Intellectual Property Rights.  Using the Sites or the Services does not give you ownership of or any rights to any materials or content that may be provided to you in connection with your use of the Sites or the Services, all of which is owned by GI OnDEMAND, its licensors, or other entities and is protected by copyright and other intellectual property rights.  Using the Sites or the Services does not give you any rights to use any trademarks, service marks, trade dress, trade names, or the like, used in connection with the Sites or the Services, without express permission from the owner.
   5. Content and Feedback You Provide.  Some of the Services allow you to submit content.  To the extent you have any intellectual property rights in such content, you will retain those rights.  By uploading or otherwise submitting content in connection with your use of the Services, you grant GI OnDEMAND (and its affiliates, distributors, and other agents it may designate in its discretion) a non-exclusive, worldwide, perpetual, royalty-free, non-terminable, sublicensable, transferable, license to use, distribute, reproduce, create derivative works of, distribute, publicly perform, publicly display and transmit such content for any purpose in connection with the provision, operation, promotion, and improvement of the Services and development of new GI OnDEMAND products and services.  Do not submit content unless you have the right to grant this license for such content. GI OnDEMAND has no obligation to display or continue to display content you submit or post on a Site.  If you submit ideas, suggestions or anything else about the Sites or Services (such as ways to improve any of the Services) to GI OnDEMAND, you agree that GI OnDEMAND can use that feedback for any reason, without payment or other compensation to you, forever and throughout the world. Do not submit any feedback to GI OnDEMAND in which you do not wish to grant such rights.  
   6. Third Party Websites and Content.  GI OnDEMAND may provide access to third party websites, materials or other third party information.  Your use of such third party websites, materials or other information will be subject to those terms to which you and the third party agree.  GI OnDEMAND may use third party materials or other third party information in providing the Services to you.  You agree that GI OnDEMAND is not responsible for any third party materials or other information, whether such materials are accessed directly by you or used by GI OnDEMAND in providing the Services, including whether the information is accurate or whether the information is suitable for your use or use in connection with the Services.  You agree that GI OnDEMAND is not responsible for whether third party information accessed by you is available for your use, for the performance or operation of any third party website, for any products or services advertised or sold by any third party (including on or through a third party’s website), or for any other action or inaction by any third party.
   7. Prohibited Conduct.  In your use of the Sites or the Services, you may use the Sites or the Services and any materials or content made available to you in connection with your use of the Sites or the Services only as expressly permitted by this Agreement or any additional terms applicable to a particular Service, and, without limiting the foregoing, in no event shall you, in your use of the Sites or the Services or any materials or content made available to you in connection with your use of the Sites or the Services:  (i) use, display, perform, copy, reproduce, represent, adapt, create derivative works from, distribute, transmit, sublicense or otherwise circulate or make available by any means whatsoever any materials or content made available to you in connection with your use of the Sites or the Services, without express permission from the owner, except as expressly set forth in this Agreement or any additional terms applicable to a particular Service; (ii) use the System for the benefit of third parties (such as a service bureau); (iii) infringe, violate, or transgress any right of any person or violate any law, rule, or regulation; (iv) disrupt, interfere with, or bypass (or attempt to disrupt, interfere with, or bypass) any security or user authentication features of the System; (v) engage in any activity that interferes with any third party’s ability to use or enjoy the Sites or the Services or otherwise interfere with or damage the Sites or the Services; (vi) impersonate another person or entity, misrepresent your affiliation with a person or entity (including GI OnDEMAND), or use a false identity; (vii) attempt to obtain unauthorized access to the Sites or the Services; (vii) engage, directly or indirectly, in transmission of “spam,” chain letters, junk mail or any other type of unsolicited solicitation; (viii) collect, manually or through an automatic process, information about other users without their express consent or other information relating to the Sites or the Services; (ix) submit false or misleading information to GI OnDEMAND; (x) frame portions of the Sites within another website or establish links from any other website to any portion of the Sites; or (xi) assist any third party in engaging in any activity prohibited by this Agreement.  
   8. Changes.  GI OnDEMAND may change or discontinue any of the Sites or the Services at any time without liability to you or any third party.  GI OnDEMAND may modify this Agreement at any time.  Notification of modifications to this Agreement will be made available via the Sites or the Services.  Modifications will become effective fourteen days after they are posted, unless a different effective date is provided in the notice of modification or applicable law requires earlier application.  If you do not agree to the modified terms for a Site or a Service, you must discontinue your use of that Site or Service.  
2. Infringement of Rights.  GI OnDEMAND respects your rights.  If you believe any third party is infringing your rights or misappropriating your confidential information by such third party’s use of or access to the Sites or Services, please contact us.  
3. DISCLAIMERS, EXCLUSIONS, LIMITATIONS, AND INDEMNITY.
   1. DISCLAIMER OF WARRANTIES. GI OnDEMAND PROVIDES THE SITES AND THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS.  GI OnDEMAND DOES NOT REPRESENT OR WARRANT THAT THE SITES, THE SERVICES, THEIR USE, ANY INFORMATION PROVIDED IN CONNECTION WITH THE SITES OR THE SERVICES:  (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, (III) WILL MEET YOUR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH OTHER HARDWARE OR SOFTWARE YOU USE.  GI OnDEMAND MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.   GI OnDEMAND MAKES NO REPRESENTATION  OR WARRANTY WITH RESPECT TO ANY THIRD PARTY MATERIALS, INFORMATION, GOODS, OR SERVICES, WHETHER RECEIVED OR ACCESSED VIA ANY LINKS PROVIDED BY OR IN CONNECTION WITH THE SITES OR SERVICES, USED BY GI OnDEMAND TO PROVIDE THE SERVICES, OR OTHERWISE.  CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
   2. EXCLUSION OF DAMAGES.  GI OnDEMAND WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SITES OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
   3. LIMITATION OF LIABILITY.  IN NO EVENT WILL THE AGGREGATE LIABILITY OF GI OnDEMAND ARISING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, THE SITES, OR THE SERVICES EXCEED THE GREATER OF (I) THE AMOUNT YOU HAVE PAID TO GI OnDEMAND FOR YOUR USE OF SERVICES DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT (OR, AS THE CASE MAY BE, THE LAST TO OCCUR OF THE SERIES OF EVENTS) GIVING RISE TO YOUR DAMAGES OR (II) ONE HUNDRED DOLLARS (US$100).
   4. STATE LAW RIGHTS.  CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. AS SUCH, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.  UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, EXCLUSIONS AND LIMITATIONS APPLY, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
   5. Indemnity.  You agree to indemnify, defend and hold GI OnDEMAND and its employees, representatives, agents, affiliates, directors, officers, members, managers and shareholders (“Indemnified Parties”) harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand or action (“Claim”) brought or asserted against any of the Indemnified Parties:  (i) alleging facts or circumstances that would constitute a breach by you of any provision of this Agreement or (ii) arising from, related to, or connected with your use of the Services.  If you are obligated to provide indemnification pursuant to this provision, GI OnDEMAND may, in its sole and absolute discretion, control the disposition of any Claim at your sole cost and expense.  Without limiting the foregoing, you may not settle, compromise or in any other manner dispose of any Claim without the consent of GI OnDEMAND.
4. Disputes.  
   1. Governing Law.  This Agreement shall be governed, construed and applied in all respects by the laws of the State of Delaware without regard to any provision governing conflicts of law.  
   2. Informal Resolution.  If you have any dispute with us or any related third party arising out of, relating to, or connected with the Sites or the Services, you agree to contact us; provide a brief, written description of the dispute and your contact information (including your username, if your dispute relates to an account); and give GI OnDEMAND 30 days within which to resolve the dispute to your satisfaction.  If GI OnDEMAND does not resolve the dispute through good faith negotiations under this informal process, you may pursue the dispute in accordance with the arbitration agreement below.  
   3. Arbitration Agreement.  Any claims by GI OnDEMAND, or claims by you that are not resolved by the informal resolution procedure, arising out of, relating to, or connected with this Agreement must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes. This Agreement and each of its parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act (9 USC §1, et. seq.) will apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  In addition to and notwithstanding the terms stated above, the following will apply to your disputes:  (1) the arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable; (2) the arbitrator will not have the power to conduct any form of class or collective arbitration nor join or consolidate claims by or for individuals; and (3) you hereby irrevocably waive any right you may have to a court trial (other than small claims court as provided below) or to serve as a representative, as a private attorney general, or in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding against us or related third parties arising out of, relating to, or connected with this Agreement. There are only three exceptions to this arbitration agreement:  (1) if GI OnDEMAND reasonably believes that you have in any manner violated or threatened to infringe the intellectual property rights associated with any of the Sites or Services, GI OnDEMAND may seek injunctive or other appropriate relief in any court of competent jurisdiction; (2) certain Services are subject to different dispute resolution provisions, which are provided for in the terms applicable to such Services; or (3) any dispute arising from, related to, or connected with this Agreement may, at the option of the claiming party, be resolved in small claims court in Delaware, provided that all claims by all parties in the dispute fall within the jurisdiction of the small claims court.
   4. Venue.  In the event any matters related to this Agreement or your use of the Sites or Services are not subject to arbitration as set forth in these this Agreement or in connection with the entering of any judgment on an arbitration award in connection with this Agreement, you hereby expressly consent to exclusive jurisdiction and venue in the courts located in Delaware.
   5. Limitations.  You must assert any claims related to your use of the Sites, the Services, or under this Agreement, if at all, in writing to us within one (1) year of the date such claim first arose, or such claim is forever waived by you.  Each claim shall be adjudicated individually, and you agree not to combine your claim with the claim of any third party.
5. Force Majeure.  GI OnDEMAND will not be liable for failing to perform under this Agreement because of any event beyond its reasonable control.
6. International Access.  The Sites and Services are provided from the United States of America. The laws of other countries may differ regarding the access and use of the Sites or the Services.  GI OnDEMAND makes no representations regarding whether the Sites, the Services, or your access or use of the Sites or Services complies with applicable laws, rules, or regulations or any country other than the United States of America.  If you use or access the Sites or the Services outside of the United States of America, it is your responsibility to ensure that your use complies with all applicable laws, rules, and regulations and, without limiting the generality of your obligations under Section 3.5 of this Agreement, you agree to indemnify, defend and hold the Indemnified Parties harmless from any Claim brought or asserted against any of the Indemnified Parties arising out of your use or access of any of the Sites or Services outside of the United States of America.
7. About These Terms.  This Agreement supersedes all prior and contemporaneous agreements and understandings between you and GI OnDEMAND relating to the Sites or the Services, other than any additional terms applicable to a particular Service.  You may not transfer your rights or obligations under this Agreement without the prior written consent of GI OnDEMAND.  GI OnDEMAND may freely do so, in whole or in part.  This Agreement will be binding upon the successors and permitted assigns of you and GI OnDEMAND.  This Agreement does not create any third party beneficiary rights.  A party’s failure or delay in exercising any right, power or privilege under this Agreement will not waive its rights to exercise such right, power, or privilege in the future, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise of such right, power, or privilege, or the exercise of any other right, power, or privilege under this Agreement.  You and GI OnDEMAND are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by this Agreement.  The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect. 
8. Interpretation.  Words such as “herein”, “hereinafter”, “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a section, paragraph or clause in which such words appear, unless the context otherwise requires.  All definitions set forth herein will be deemed applicable whether the words defined are used herein in the singular or the plural. The singular shall include the plural, and each masculine, feminine and neuter reference shall include and refer also to the others, unless the context otherwise requires.  The words “include”, “includes” and “including” are deemed to be followed by “without limitation” or words of similar import.  Except where the context otherwise requires, the word “or” is used in the inclusive sense (and/or).  
9. Contacts.  By providing your email address, you agree that GI OnDEMAND may send emails to you related to the Sites or the Services and any account you may have.  If you do not wish to receive general marketing emails, you can opt out by following the instructions in the messages. GI OnDEMAND may send any legal notices to you via email, notification by a message to your account, or regular mail.  If you wish to provide legal notice to GI OnDEMAND, please do so by letter, deposited into the Unites States mail, return receipt requested, postage prepaid, and addressed as follows: GI OnDEMAND, LLC, Attn: Legal Department, 8 The Green, #8109, Dover, DE 19901.  For communications for purposes other than those related to this Agreement, you may contact GI OnDEMAND by regular United States mail at GI OnDEMAND, LLC, Attn: Legal Department, 8 The Green, #8109, Dover, DE 19901.