The Lactation Network Portal Terms of Use for Lacation Consultants and Providers
Version 1.0
Effective Date: March ?? 2024
Last Updated Date: March ?? 2024
THESE TERMS OF USE APPLY TO LACTATION CONSULTANTS AND PROVIDERS ONLY. THESE TERMS OF USE DO NOT APPLY TO PATIENTS.
THESE TERMS REQUIRE THE USE OF ARBITRATION (SECTION 10 BELOW) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
Welcome to the Lactation Network health information exchange web portal (the “Portal”), which is owned and operated by the Lactation Network, LLC (the “Lactation Network”, “TLN,” “we”, or “us”). These Terms of Use (the “Terms”) set forth the legally binding terms and conditions for your use of the Portal and any services provided through the Portal as set forth below (each a “Service” and collectively, the “Services”). PLEASE READ THESE TERMS CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BY ACCESSING OR USING THE PORTAL, YOU REPRESENT THAT (1) YOU, ARE AN EMPLOYEE, INDEPENDENT CONTRACTOR, OR HAVE ENTERED INTO A BUSINESS RELATIONSHIP WITH US THAT GOVERNS YOUR PROVISION OF CERTAIN SERVICES (THE “LACTATION CONSULTING SERVICES”) TO PATIENTS AS an International Board-Certified Lactation Consultant (THE “BASE AGREEMENT”), (2) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS, (3) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE LACTATION NETWORK, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY. THE TERM “YOU” REFERS TO THE SUBSCRIBER AND/OR LACTATION CONSULTANT IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE PORTAL. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS PORTAL OR THE SERVICES.
1. Our Services. Our Portal, and the related Services, are designed to allow Lactation Consultants to: input, upload, and access relevant medical information and records pertaining to patients with whom they have an established relationship (“Patients”); facilitate communication between Lactation Consultants and their Patients, including provision of Lactation Consulting Services through video conferencing or direct messaging; and, provide clinical and practice resources to the Lactation Consultants.
1.1. Patient Consent. You hereby represent and warrant that you have secured all consents from your Patients necessary for you to (1) provide Lactation Consulting Services to Patients, including through video conferencing or other synchronous or asynchronous communication technology, (2)Use or disclose individually identifiable information including Protected Health Information to TLN for purposes of Portal use or the provision of related services by TLN or its affiliates, and (3) collection, use, and disclosure of a patient’s name, picture or likeness.
1.2 Services Not Intended as Medical or Healthcare Advice. THE PORTAL ACTS SOLELY AS A VENUE TO FACILITATE THE SERVICES DESCRIBE IN SECTION 1 (ABOVE). USE OF THE PORTAL DOES NOT CREATE A PHYSICIAN (OR HEALTHCARE PROVIDER)/PATIENT RELATIONSHIP BETWEEN THE LACTATION NETWORK AND ANYONE. INSTEAD, THE PORTAL IS INTENDED TO SUPPORT, NOT REPLACE, THE RELATIONSHIP THAT EXISTS BETWEEN THE LACTATION CONSULTANT AND ITS PATIENTS. THE LACTATION NETWORK IS NOT A MEDICAL PROFESSIONAL AND WE DO NOT PROVIDE MEDICAL SERVICES, RENDER MEDICAL ADVICE OF ANY KIND, OR MAKE CLINICAL, MEDICAL, OR OTHER PROFESSIONAL DECISIONS. YOU ACKNOWLEDGE AND AGREE THAT THE LACTATION NETWORK DOES NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY, EFFICACY, OR VERACITY OF ANY INFORMATION OR RECOMMENDATION RECEIVED OR PROVIDED BY A HEALTHCARE PROVIDER THROUGH THE SERVICES. WE DO NOT ENDORSE ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED OR DESCRIBED IN THE PORTAL.
2. Profile. You will be required to set up a “Profile” with us to access the Portal. When you set up a Profile, you must select a password and provide us with your email address and such other information we request (collectively, the “Profile Credentials”). You represent and warrant that your Profile Credentials are true, accurate, and complete. We reserve the right to reject your Profile Credentials and deny you access to the Portal at any time, for any reason, in our sole discretion. You may not transfer or share your Profile Credentials with any third party, unless such party is your authorized representative, and you are solely responsible for maintaining the confidentiality of your Profile Credentials. You acknowledge and agree that we rely on Profile Credentials to know whether users accessing the Portal are authorized to do so. If someone accesses our Portal using Profile Credentials that we have issued to you, we will rely on those Profile Credentials and will assume that it is really you or your representative who is accessing the Portal. You are solely responsible for any and all use of your Profile and all activities that occur under or in connection with your Profile Credentials. You agree to be responsible for any act or omission of any users that access the Portal under your Profile that, if undertaken by you, would be deemed a violation of these Terms, and that such act or omission shall be deemed a violation of these Terms by you. Please notify us immediately if you become aware that your Account is being used without authorization.. Your Profile Credentials will be treated in accordance with our Privacy Policy, which is located at: https://lactationnetwork.com/privacy-policy/
3. Modification and Termination. You agree that we, in our sole discretion, may immediately suspend or terminate your access to the Portal or any part of the Services at any time, for any reason, in our sole discretion. We also reserve the right, at any time, to modify the Services or to modify, suspend, or discontinue the Portal, or any part thereof, with or without notice. You agree that we will not be liable to you or to any third party for any modification of the Services or modification, suspension, or discontinuance of the Portal.
4. Use of the Services and Ownership
4.1 Technology. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Portal, including the Portal (“Our Technology”) are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology. Nothing in these Terms grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Portal, according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology. Certain of the names, logos, and other materials displayed on the Portal constitute trademarks, tradenames, service marks or logos (“Marks”) of the Lactation Network or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Portal will be governed by such third parties’ licenses and not by these Terms.
4.2 Portal License. Subject to your compliance with these Terms, the Lactation Network grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the features and functionality of the Portal during the term of the applicable Base Agreement solely to provide the Lactation Consulting Services to Patients and for no other purpose. Upon the expiration or earlier termination of the applicable Base Agreement, such right will automatically terminate.
4.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to the Lactation Network through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that the Lactation Network has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant us a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or the Lactation Network’s business.
4.4 Content. As between the Lactation Network and you, all content provided or made available by the Lactation Network through the Portal and/or the Services (“Our Content”) is exclusively owned or licensed by the Lactation Network. Furthermore, you hereby assign to the Lactation Network all right, title, and interest to any Patient Data (“Submissions”) you add or submit to or through the Portal and Services. Submissions must be virus-free and comply with the IBCLC Policies, as defined in the Base Agreement. The Lactation Network grants you a limited, non-exclusive, non-sublicensable, revocable license to use the Submissions during the term of the applicable Base Agreement solely to provide the Lactation Consulting Services to Patients. Upon the expiration or earlier termination of the applicable Base Agreement, such license will automatically terminate, unless otherwise extended by written agreement from TLN.
4.5 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Our Technology or Our Content or any portion thereof, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or Our Technology (including images, text, page layout or form) of the Lactation Network; (c) you shall not use any metatags or other “hidden text” using the Lactation Network’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Our Technology except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Portal; (f) you shall not access Our Technology in order to build a similar or competitive application or service; (g) except as expressly stated herein, no part of Our Technology may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Our Technology. Any future release, update or other addition to Our Technology shall be subject to these Terms. The Lactation Network, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of Our Technology terminates the licenses granted by the Lactation Network pursuant to the Terms.
4.6 Interactive Areas. You may be permitted to access and use clinical messaging, e-mail, mail lists, and other tools and forms of group electronic communications through the Portal (“Interactive Areas”). If you participate in or use any Interactive Area, you are responsible for your own communications and the consequences of sending and receiving such communications. If you choose to send material using such Interactive Areas, you agree to do so solely for lawful purposes and in compliance with all applicable laws. You expressly agree that we have no responsibility for or control over the information, creations, data or material you may input to or upload to these Interactive Areas. You also expressly agree that you will not load or send any material that: (1) is defamatory, libelous, abusive, or obscene, including, without limitation, material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, federal, or international law; (2) infringes on the copyright or any other proprietary right of a third party; (3) would invade the privacy of any other person; (4) is intended to advertise to or solicit others without our express permission; (5) constitutes charity solicitations, chain letters or pyramid schemes; (6) contains a virus, worm, unauthorized cookies, trojans, malicious software, “malware,” time bomb, or any other harmful program, routine, subroutine or component; or (7) except for the use of clinical messaging, does not directly pertain to the health care of a specific Patient. You further expressly agree that you will not: (a) after receiving warning, continue to load or send material which we have advised you not to load or send; (b) create a false identity or forged clinical messaging or e-mail address or header, or otherwise attempt to mislead others as to the identity of the sender or the origin of the message; (c) post, generate or disseminate so-called “spam” or mass-mailings; (d) harvest or otherwise collect information about others, including email addresses, without their consent; (e) interfere with or disrupt networks connected to the Portal, or used for purposes of delivering Our Content or the Services (or violate the regulations, policies or procedures of such networks); (f) attempt to gain unauthorized access to restricted areas of the Portal, other accounts, computer systems or networks connected to the Portal, through password mining or any other means; or (g) interfere with another user’s use and enjoyment of the Portal.
4.7 Third-Party Materials. As a part of Our Technology, you may have access to materials that are submitted or hosted by another party, including patients. You agree that it is impossible for the Lactation Network to monitor such materials and that you access these materials at your own risk. We provide these materials only as a convenience and do not assume any responsibility for, review, approve, monitor, endorse, warrant, or make any representations with respect to third party materials.
5. Interactions with Other Users.
5.1. User Responsibility. You are solely responsible for your interactions with Patients with whom you interact; provided, however, that the Lactation Network reserves the right, but has no obligation, to intercede in such disputes. You agree that the Lactation Network will not be responsible for any liability incurred as the result of such interactions.
5.2. Release. You acknowledge that the Lactation Network merely provides a means for Lactation Consultants to input and upload information and records pertaining to their Patients and facilitate communication with such Patients. The Lactation Network does not have any control or authority over any Lactation Consultants or Patients and is not responsible for their actions and inactions. You hereby release the Lactation Network and its successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Portal and Services, including your interactions with Patients. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor or the released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by the Lactation Network or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Portal or any Services provided hereunder.
5.3. Patient Confidentiality. The Services may enable you to transmit, print, file, receive and upload confidential Patient data from the Portal, including Protected Health Information (“Patient Data”). You represent and warrant that you have all rights and authorizations necessary to provide, transmit and/or transfer any such Patient Data that you include in the Services. You will immediately report to the Lactation Network Privacy Officer any attempted or successful unauthorized use, disclosure, modification, or destruction of Patient Data through the Portal or interference with the Portal’s operation. For purposes of these Terms, “Protected Health Information” shall have the broadest meaning given under applicable federal and state laws, and generally refers to individually identifiable health information. All communications involving Patient Data shall be transmitted in an encrypted format or other method to ensure the security and confidentiality of such information.
5.4. Compliance with Laws. You acknowledge and agree that your use of the Portal and the Services and any and all information you provide, transmit, or transfer to or through the Service or by other means, that may reasonably be understood to be used by us in connection with the Services, will comply with all applicable health information laws and other laws, rules and regulations, including, to the extent applicable, the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health Act (“HITECH”). WE ARE NOT LIABLE OR RESPONSIBLE FOR ANY OF YOUR ACTS OR OMISSIONS IN USING THE SERVICES IN WAYS THAT DO NOT COMPLY WITH ANY SUCH LAW OR REQUIREMENT OR YOUR USE OR MISUSE OF PATIENT DATA TRANSMITTED, MONITORED, STORED, OR RECEIVED USING THE SERVICES.
5.6. Medical Advice. You acknowledge and agree that any advice provided to a Patient through the Services will be based on the healthcare provider’s own clinical judgment and the Lactation Network will not be liable for any review of your advice or liability that results from your advice.
6. Indemnification. You agree to indemnify and hold the Lactation Network and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Lactation Network Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to (a) any breach by you of these Terms; (b) any content, data or other information provided by you to us, through the Services to a Patient or other user, or by other means, that may reasonably be understood to be used by us in connection with the Services, including, but not limited to, any failure by you to comply with any applicable health information privacy law, such as HIPAA and HITECH; (c) your access, use or misuse of the Services; (d) your failure to comply with any and all other applicable laws, orders, codes and regulations, including, without limitation all licensure and privacy laws, in your use of the Services; and (e) any access to the Service using your Profile Credentials. The Lactation Network reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Lactation Network in asserting any available defenses. This provision does not require you to indemnify any of the Lactation Network Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Portal or any Services provided hereunder. You agree that the provisions in this Section will survive any termination of your Profile, the Terms or your access to the Services.
7. Disclaimer of Warranties and Conditions.
7.1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF PORTAL AND Services IS AT YOUR SOLE RISK, AND THE PORTAL AND Services ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE LACTATION NETWORK PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PORTAL AND/OR SERVICES.
(A) THE LACTATION NETWORK PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE PORTAL OR Services WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE PORTAL OR Services WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PORTAL OR Services WILL BE ACCURATE OR RELIABLE.
(B) ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE PORTAL AND/OR Services IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS Services, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(C) THE PORTAL AND/OR SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. THE LACTATION NETWORK MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE PORTAL OR SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE PORTAL OR SERVICES.
(D) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE LACTATION NETWORK OR THROUGH THE PORTAL OR Services WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(E) FROM TIME TO TIME, THE LACTATION NETWORK MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT THE LACTATION NETWORK’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
7.2. No Liability for Conduct of Patients. YOU ACKNOWLEDGE AND AGREE THAT THE LACTATION NETWORK PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE LACTATION NETWORK PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, AND THAT THE RISK OF INJURY FROM ANY PATIENTS RESTS ENTIRELY WITH YOU.
8. Limitation of Liability.
8.1. Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL the lactation network PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PORTAL OR Services, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT THE lactation network HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF Services, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE PORTAL OR Services; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE PORTAL OR Services; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PORTAL OR Services; OR (5) ANY OTHER MATTER RELATED TO THE PORTAL OR Services, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A lactation network PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A lactation network PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A lactation network PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
8.2. Cap on Liability. UNDER NO CIRCUMSTANCES WILL the lactation network PARTIES BE LIABLE TO YOU FOR MORE THAN THE FEE PAID BY YOU TO THE LACTATION NETWORK FOR THE USE OF THE PORTAL DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A LACTATION NETWORK PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A LACTATION NETWORK PARTY’S NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY A LACTATION NETWORK PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. IN NO EVENT WILL THE LACTATION NETWORK BE LIABLE FOR ANY PERSONAL INJURY, INCLUDING DEATH, CAUSED BY YOUR USE OR MISUSE OF THE PORTAL AND/OR THE SERVICES.
9. Termination.
9.1. Termination of Services by Us. We may terminate and/or suspend the Services, your Profile and/or these Terms in the event you breach any terms herein, or if required to do so by applicable law. Upon expiration or earlier termination of the applicable Base Agreement, your access to the Portal and Services, together with your Profile and these Terms, will automatically terminate.
9.2. Effect of Termination. Termination of any Service includes removal of access to such Service and barring of further use of the Service. Upon termination of any Service, your right to use such Service, including any Submissions, will automatically terminate immediately. Notwithstanding the foregoing, you may retain a copy of Patient Data if applicable law requires you to retain such Patient Data for any legally mandated period. You understand that any termination of Services may involve deletion of Submissions associated therewith from our live databases. The Lactation Network will not have any liability whatsoever to you for any suspension or termination, including for deletion of Submissions. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
10. Dispute Resolution.
10.1. Arbitration Agreement. Any dispute, controversy or claim arising out of or related in any way to these Terms, your access or use of the Portal, the Services, or to any aspect of your relationship with the Lactation Network, except as expressly provided below, and which cannot amicably be resolved by the parties, shall be solely and finally settled by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Mediation Procedures (the “Rules”). The arbitration shall take place in Cook County, Illinois before a single arbitrator selected by the parties. The arbitrator shall have no authority to conduct a class or collective arbitration without the express written consent of both parties, and each party hereby waives any right each may have to be a member of any class or collective proceeding against the other. This provision and its enforceability shall be governed by the Federal Arbitration Act. Each party shall bear its own costs relating to the arbitration proceedings irrespective of the outcome. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The foregoing notwithstanding, claims brought to enforce the terms and conditions of the Restrictive Covenants set forth in Section 6 of the Base Agreement, the obligations, restrictions, limitations, or terms in Section 4 of the Terms, or any claim to protect a party’s trade secrets, confidential or proprietary information, trademarks, copyrights, patents, or other intellectual property are expressly exempted from this arbitration provision and may be brought before a court of competent jurisdiction in Cook County, Illinois. Nothing in this provision shall prohibit a party from filing administrative claims with any government agency where, as a matter of law, the ability to file such claims cannot be restricted; however, the parties agree that, to the fullest extent permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims. This dispute resolution provision shall survive any termination or expiration of these Terms. If any portion of this dispute resolution provision is determined to be void or unenforceable, it shall be modified to the extent necessary, consistent with its fundamental purpose and intent, in order to make it enforceable, and the remaining portions of this provision shall continue in full force and effect. YOU AGREE THAT ANY CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF OR RELATED TO THESE TERMS OR USE OF THE PORTAL MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED. This Section shall apply, without limitation, to all claims that arose or were asserted before the Effective Date of these Terms or any prior version of these Terms.
10.2. Waiver of Jury Trial. YOU AND THE LACTATION NETWORK HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Lactation Network are instead electing that all claims and disputes shall be resolved by arbitration, except as specified in Section 10.1 above.
10.3. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Notwithstanding anything to the contrary herein, (a) representative action for public injunctive relief may be arbitrated on a class basis and (b) in the event that the foregoing sentence is deemed invalid or unenforceable with respect to a particular class or dispute for recovery of damages, neither you nor we are entitled to arbitration, and instead claims and disputes shall be resolved in a court as set forth in Section 10.1.
11. Amendment. We may change these Terms from time to time. Any such changes will become effective when posted on the Portal. If you object to any such changes, your sole recourse will be to cease using the Portal. Continued use of the Portal following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms, inclusive of such changes.
12. Portal Monitoring and Auditing; Maintenance of Records. The Lactation Network, through its agents, employees and independent contractors, shall have the right, but not the obligation, for system administration, security, and other legitimate purposes, to monitor and audit all access to and use of Portal and its components and the content of any data or messages communicated to, from or through the Portal, or stored on any component of the Portal. You agree to retain records relative to your use of the Services in accordance with all applicable laws and sound business practices and to allow our access to such records as is reasonably necessary to ensure your compliance with these Terms and applicable law during normal business hours upon reasonable advance prior notice.
13. General Provisions.
13.1. You are responsible for compliance with all applicable laws. The Terms and the relationship between you and us will be governed by the laws of the State of Illinois, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state. These Terms are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms to anyone else and any attempted assignment or delegation is void. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. The paragraph headings in these Terms, shown in boldface type, are included only to help make these Terms easier to read and have no binding effect. Any delay or failure by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. If for any reason a court of competent jurisdiction finds any provision of these Terms, or portion thereof, to be unenforceable, that provision of the Terms will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms will continue in full force and effect. These Terms along with the agreements referenced in these Terms constitute the entire agreement between you and us with regard to the matters described above. The Lactation Network shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.2. Communications. The communications between you and us relating to the Portal use electronic means. For contractual purposes, you (a) consent to receive communications from us in an electronic form, whether via email or posting on the Portal or other reasonable means; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. If you have any questions about the foregoing, please contact us at the following e-mail address: [email protected].
13.3. Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to Our Technology, please contact us at: [email protected] will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
13.4. Export Control. We are based in Illinois, United States of America. We make no claims that the Portal or Services are appropriate for, or may be accessed or downloaded by, persons residing outside of the United States of America. Access to the Portal and/or the Services may not be legal by certain persons in certain countries. If you access the Portal from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.