Welcome to DocNow! We connect you with your doctor, on time, with you in mind. Follow these terms to make this happen!
TERMS AND CONDITIONS OF USE FOR MEDICAL PROFESSIONALS
PART 1: INTRODUCTION
BY USING OR OTHERWISE ACCESSING THE SERVICES AND/OR BY CREATING AN ACCOUNT WITH US, YOU AGREE TO THE TERMS OF THIS AGREEMENT, AS WELL AS ANY ADDITIONAL TERMS REFERENCED WITHIN THESE SERVICES. IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU CANNOT USE THE SERVICES.
1.2. Date and Term of Agreement. This Agreement is immediately effective as of January 20, 2020, and shall continue to be effective for as long as we provide our Services or until such time when this Agreement’s terms shall be modified in exchange for your continued use of our Services. Such modifications will not result in a novation. We shall notify you of changes in any future modification of this Agreement.
1.3. ARBITRATION NOTICE AND CLASS ACTION WAIVER. Disputes between you and us will be resolved by binding, individual arbitration. You agree to waive your right to participate in a class or collective action lawsuit, or class or collective arbitration.
1.4. Apply Best Efforts; “As Is” Services; Disclaimer. As stated in 2.1., DocNow is designed to improve patients’ healthcare experience, and we want your experience with DocNow to be exceptional. We will apply our best efforts to make this happen to the extent we can. However, we offer the Services “AS IS”, “” and without warranties, implied or expressed, nor do we make guarantees about the services. To the maximum extent permitted by law, we hereby disclaim all such warranties, including all statutory warranties, with respect to the services and the site, including, without limitation, any warranties that the services are merchantable, of satisfactory quality, accurate, fit for a particular purpose or need, or non-infringing. We do not guarantee that the results that may be obtained from the use of the services will be effective, reliable or accurate or will meet your requirements. We do not guarantee that you will be able to access or use the services (either directly or through third-party networks) at times or locations of your choosing. We are not responsible for the accuracy, reliability, timeliness or completeness of information provided by users of the services or any other data or information provided or received through the services. except as expressly set forth herein, DocNow makes no warranties about the information systems, software and functions made accessible through the services or any other security associated with the transmission of sensitive information. DocNow does not warrant that the site or the services will operate error-free, bug-free or free from defects, that loss of data will not occur, or that the services, software or site are free of computer viruses, contaminants or other harmful items.
1.5. Governing Law. This Agreement is to be deemed as having been executed in the State of Georgia; and is to be interpreted, construed and governed in accordance with the laws of the State of Georgia.
1.7. Proxy Account Creation. If you create an account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement on such individual’s or entity’s behalf.
PART 2: OVERVIEW OF SERVICES
2.1. Statement of Purpose. DocNow and its related Services are in the business of scheduling appointments with users’ doctors. These doctors must be associated with DocNow for appointments to be made successfully. This association requires membership to DocNow (see § 8.2.1 for how to attain membership). These Services include sending confirmations to user-patients that appointments have been confirmed. Doctors are not required to call the user-patient and confirm this appointment. User-patients will be presented with the times that member doctors are available in real time and will choose a time window for their appointments. During users’ (user-patients and member doctors) creation of an account with DocNow, we will ask for a mobile phone number to validate that users are, in fact, real. Accounts will be associated with the respective users and shall contain their first and last names, as well as an email address. Users will have the option to update their address and insurance information. “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Services and/or Site, including, without limitation, Content provided in direct response to your questions or postings. There is no current plan to sell any Content to any other person or business entity. DocNow will only use this information to make the users’ experience better for themselves and with DocNow doctors. Portions of the Services can be viewed without a DocNow account. To benefit from all of the Services we offer, you must create a DocNow account and provide certain basic information about yourself, which you authorize DocNow to use and disclose as described above.
2.2. Limitation of Users Relationships with DocNow. You acknowledge that although some Content may be provided by healthcare professionals, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment. Equally so, no such relationships are created between users and DocNow and its related services and entities. This Content is provided to assist you in choosing a DocNow doctor, dentist or other healthcare specialist, professional, provider, organization, or agents or affiliates thereof (collectively, “Healthcare Provider”). Please note,
WHILE WE MAKE REASONABLE EFFORTS TO PROVIDE YOU WITH ACCURATE CONTENT, WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, INSURANCE COVERAGE OR BENEFIT INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES.
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON ANY SUCH CONTENT.
FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE SERVICES.
PART 3: NO MEDICAL ADVICE PROVIDED
WE DO NOT PROVIDE MEDICAL ADVICE
3.1. Purpose of Use of User Content. The Content that you obtain or receive from DocNow, its employees, contractors, partners, sponsors, advertisers, licensors or otherwise through the Services, is for informational, scheduling and payment purposes only. All medically related information, including, without limitation, information shared via DocNow Answers, the DocNow blog, DocNow social channels, DocNow emails and text messages, and DocNow advertising, comes from independent healthcare professionals and organizations and is for informational purposes only.
WE HOPE THE CONTENT IS USEFUL IN YOUR HEALTHCARE JOURNEY, BUT IT IS NOT INTENDEDAS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.
DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER, UNDER ANY CIRCUMSTANCE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS.
IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL A HEALTHCARE PROFESSIONAL AND 911.
YOUR USE OF THE CONTENT IS SOLELY AT YOUR OWN RISK.
NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE ADVICE, OR THE PROVISION OF MEDICAL CARE.
3.2. No Endorsements from Content. We do not recommend or endorse any specific tests, Healthcare Providers, procedures, opinions, or other information that may appear through the Services. If you rely on any Content, you do so solely at your own risk. We encourage you to independently confirm any Content relevant to you with other sources, including the Healthcare Provider’s office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.
PART 4: NO DOCTOR PATIENT RELATIONSHIP
4.1. DocNow No Substitute for Healthcare. Doctors, dentists, nurses, and other medical professionals use the services to share content with user-patients, but their use of this content is not a substitute for healthcare.
4.2. DocNow Creates No Doctor-Patient Relationship. No licensed medical professional/patient relationship with DocNow is created when you use the Services or Content. This is true whether such Content is provided by or through the use of the Services or through any other communications from DocNow including, without limitation, DocNow emails or text message links to other sites, or any assistance we may provide to help user-patients find an appropriate healthcare provider in any field.
4.3. No Guarantee of Healthcare Availability. DocNow encourages Healthcare Providers to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any Healthcare Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury or loss resulting therefrom, or for any other injury or loss resulting or arising from, or related to, the use of the Site or Services whatsoever.
PART 5: AUTHORIZATION AND ACKNOWLEDGEMENT; IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER RELATIONSHIPS AND HEALTHCARE PROVIDER LISTS
5.1. DocNow Users’ Sole Responsibilities. In connection with using the Site and the Services to locate and schedule appointments with Healthcare Providers, you understand that:
USER-PATIENTS ARE RESPONSIBLE FOR CHOOSING THEIR OWN HEALTHCARE PROVIDER, INCLUDING WITHOUT LIMITATION, DETERMINING WHETHER THE APPLICABLE HEALTHCARE PROVIDER IS SUITABLE FOR YOUR HEALTHCARE NEEDS BASED ON SPECIALTY, EXPERIENCE, QUALIFICATION, LICENSES AND OTHER IMPORTANT FACTS AND CIRCUMSTANCES THAT COULD IMPACT THEIR CARE.
5.2. DocNow’s Limited Verification Steps. DocNow or its designee takes certain limited steps to
(a) verify that Healthcare Providers participating in the Services hold certain active licenses, certifications or registrations required by law to practice the specialties of the services offered by them through the Services, and
(b) verify that Healthcare Providers are not listed in the U.S. Department of Health and Human Services Office of the Inspector General Exclusion database. DocNow may also exclude Healthcare Providers from our Services who, in DocNow’s discretion, have engaged in inappropriate or unprofessional conduct.
5.3. Information Provided on Healthcare Providers. To help user-patients find Healthcare Providers who may be suitable for user-patients’ needs, and enable the maximum choice and diversity of Healthcare Providers participating in the Services, we will provide them with lists and/or profiles of Healthcare Providers. These results are based on information that they provide to us, such as insurance information, geographical location, and healthcare specialty. They may also be based on other criteria (including, for example, Healthcare Provider availability, past selections by and/or ratings of Healthcare Providers by you or by other DocNow users, and past experience of DocNow users with Healthcare Providers).
5.4. No Endorsements of Healthcare Providers. DocNow (a) does not recommend or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the healthcare services they may provide, and (c) does not receive any additional fees from Healthcare Providers for featuring them (i.e., higher or better placement on lists) through the Services (subject to Sponsored Results as described below).
5.5. Employer Use of Services. To the extent that you use the Services as provided by your employer, DocNow may provide lists and/or profile previews based also on criteria determined by your employer and your employer’s agents or advisors. In addition, to the extent that DocNow serves as a platform for, or provides technical support to, the provider directory associated with your health coverage, Healthcare Providers will appear in the directory based on criteria determined by your health plan or plan sponsor, as applicable.
PART 6: THE SERVICES AND CONTENT ARE INFORMATIONAL AND EDUCATIONAL RESOURCES
6.1. Informational/Educational Services. The Services are an informational and educational resource for consumers and Healthcare Providers. We may, but have no obligation to, publish Content through the Services that is reviewed by our editorial personnel. No party (including DocNow) involved in the preparation or publication of such works guarantee that the Content is timely, accurate or complete, and they will not be responsible or liable for any errors or omissions in, or for the results obtained from the use of, such Content.
6.2. Healthcare Provider Content. Healthcare Provider and practice Content is intended for general reference purposes only. Healthcare Provider Content may be provided by the Healthcare Provider (specifically, member doctors) and/or office staff, and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. Such Content can change frequently and may become out of date, incomplete or inaccurate. Neither the Site nor DocNow provides any advice or qualification certification about any particular Healthcare Provider.
6.3. Procedures/Products/Services. Procedures, products, services and devices discussed and/or marketed through the Services are not applicable to all individuals, patients or all clinical situations. Any procedures, products, services or devices represented through the Services by advertisers, sponsors, and other participants of the Services, either paid or unpaid, are presented for your awareness and do not necessarily imply, and we make no claims as to, safety or appropriateness for any particular individual or prediction of effectiveness, outcome or success.
6.4. Insurance Content. Insurance and insurance related Content (including, without limitation, insurance coverage and benefit Content) (“Insurance Content”) is intended for general reference purposes and for your convenience only. Such Insurance Content may be based on Personal Information (as defined below) you provide to us as well as Healthcare Provider Content (such as CPT codes and other encounter data). The Insurance Content may be provided either directly by the insurance provider user-patients identify or via a third-party clearinghouse. Insurance Content can change frequently and may become out of date, incomplete or inaccurate. User-patients agree that they will
(a) provide accurate and complete insurance-related Personal Information, and
(b) verify and update their insurance-related Personal Information (including, without limitation, verifying such Personal Information obtained by automated means from an insurance card they provide).
Although DocNow strives to provide you with accurate Insurance Content, we are not responsible for any inaccurate, incomplete or outdated Insurance Content, and user-patients are responsible for complying with subparts (a) and (b) hereof.
DocNow doctors agree that they will
(a) Provide accurate and complete information regarding their practice, appointment availability, whether they are accepting new patients or not, and
(b) Verify and update the information in (a) for DocNow to update this information in real-time.
Although DocNow strives to provide user-patients with accurate DocNow doctor Content, we are not responsible for any inaccurate, incomplete or outdated Content, and DocNow doctors are responsible for complying with subparts (a) and (b) hereof.
PART 7: YOUR PERSONAL INFORMATION
7.1. Security of User Privacy. Protecting patient privacy and keeping your information secure are among our biggest priorities. Communication between doctor and DocNow, DocNow to doctor, patient to DocNow, DocNow to patient is all encrypted end to end. Personally identifiable information (collectively, “Personal Information”) will only be used to enhance user experience and better connect DocNow doctors with patients.
PART 8: YOUR RESPONSIBILITIES
8.1. Your Account Credentials. When you create a DocNow account, you will provide an email address and create a password (collectively, “Credentials”). You should keep your Credentials private and not share your Credentials with anyone else. You must immediately notify us if your password has been stolen or compromised by sending an email to service@DocNowOnline.com. You may also be able to connect to the Services through a third party service, such as Facebook or Google. If you connect to the Services through a third party service, you give us permission to access and use your information from such third party service as permitted by such third party service, and to store your log-in credentials for such third party service. DocNow has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed by any such third party.
8.2. Your Responsibilities Generally.
1. To become a DocNow premium member, pay $250.00 annually.
2. User-patients are still responsible for their healthcare expenses. Usual, customary and any other charges for any medical or related services rendered by Healthcare Providers will apply and will be entirely their responsibility. You are responsible for ensuring that all information that you provide to DocNow is accurate and up-to-date. Some Services may not be available through DocNow or user-patients’ Healthcare Provider depending upon a number of factors, including your insurance participation. Ultimately, user-patients must resolve any dispute between them or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.
3. You are responsible for all use of the Services and for all use of your Credentials, including use by others to whom you have given your Credentials. You may only use the Site and the Services for lawful, non-commercial purposes. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Site and/or Services (including, without limitation, Healthcare Provider Content, appointment availability, price information, and Insurance Content) for any purpose whatsoever.
4. You are also responsible for reviewing and complying with this Agreement.
8.4. Responsibilities of Healthcare Providers and Others in Healthcare or Medical Industries. If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain an account with DocNow or whether you schedule or intend to schedule appointments (including appointments for Designated Provider Services, as defined in the Additional Terms) through the Services, you acknowledge and agree that:
(a) You will not use the Services to view, access or otherwise use, directly or indirectly, price, availability, or other Content for any purpose other than your own personal use as a patient or prospective patient.
(b) You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the prices charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
(c) You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
PART 9: CHANGES TO THE SERVICES; NEW SERVICES; ADDITIONAL TERMS
9.1 Changes to the Services; New Services. We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Under no circumstances will DocNow be liable for any suspension or discontinuation of any of the Services or portion thereof, and the use of new services will be governed by this Agreement.
9.2 Additional Terms. Some Services may have additional terms (including, without limitation, policies, guidelines, and rules) that will further govern your use of that particular Service, and supplement this Agreement. If you choose to register for, access or use any such Services, you may be presented with such additional terms, which may also be found in the Additional Terms. By using those Services, you agree to comply with any such additional terms, which are incorporated by reference into this Agreement.
PART 10: LINKS TO OTHER WEBSITES
10.1 No Endorsement of Other Websites. While using the Services, you may encounter links to other websites. These links are provided for your convenience only and we do not endorse these sites or the products and services they provide. You acknowledge and agree that we are not responsible or liable for the content or accuracy of these other websites. Although we attempt to link to trustworthy websites, it is possible that they will contain materials that are objectionable, unlawful, or inaccurate and we will not be responsible or liable for the legality or decency of material contained in or accessed through such other websites.
PART 11: CONTENT YOU POST OR SUBMIT
11.1. Responsibility of Posted Information. User-patients will have the opportunity to submit feedback regarding your experiences with Healthcare Providers they find through the Services, to submit inquiries concerning possible medical needs and to participate in the other interactive or community features of the Site (collectively, “Posted Information”). It is important that user-patients act responsibly when providing Posted Information. Their Posted Information must comply with our Acceptable Use Policy, and your Healthcare Provider reviews must comply with our guidelines for reviews found at https://DocNowOnline.com/verifiedreviews.
11.3. Responsibility for Posted Information. By posting Posted Information through the Services, user-patients agree to and hereby do grant, and they represent and warrant that they have the right to grant, to DocNow and its contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, translate, prepare derivative works of, or incorporate into other works, such Posted Information.
PART 12: YOUR USE OF CONTENT
12.1. Owner of Content. All of the Content is owned by us or our licensors and is protected by copyright, trademark, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain DocNow’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, or exploit any of the Content, or exploit the Site or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither DocNow nor its suppliers grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by DocNow to you are retained by DocNow.
PART 13: DISCLAIMER
13.1. Release from Liability. While we will apply our best efforts to make that happen, you acknowledge that we have no control over, and no duty to take any action regarding:
(a) which users gain access to the Site and/or the Services,
(b) what Content you access,
(c) what effects the Content may have on you,
(d) how you may interpret or use the Content, or
(e) what actions you may take as a result of having been exposed to the Content.
You release us from all liability for you having acquired, you having not acquired, or your use of Content.We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. We have no special relationship with or fiduciary duty to you.
PART 14: GENERAL LIMITATION OF LIABILITY
14.1. Sole User Remedy. We are always improving DocNow to give you a better user experience and fulfill our Company purpose. As a user, your sole and exclusive remedy for any dispute with us is the cancellation of your account. In no event shall our cumulative liability to you for any and all claims relating to or arising out of your use of the services or the site, regardless of the form of action, exceed the greater of:
(a) the total amount of fees, if any, that you paid to create or maintain an account with the Site or the Services, or
There is one exception to the above: for any and all claims relating to or arising out of your use of the transaction processing services, in no event shall our cumulative liability thereof regardless of the form of action exceed the total amount of transaction processing fees (as described in § 8.2.1), if any, remitted to and retained by DocNow for providing transaction processing services for appointments made by you in the six (6) months prior to the event giving rise to the applicable claim.
14.2. No Liability for Use of Services. In no event shall we be liable to you (or to any third party claiming under or through you) for any indirect, special, incidental, consequential or exemplary damages arising from your use of, or inability to use, the Site and/or the Services. These exclusions apply to any claims for lost profits, lost data, loss of goodwill, computer failure or malfunction, any other commercial damages or losses, or medical malpractice or negligence of healthcare providers utilized through use of the services, even if we knew or should have known of the possibility of such damages. because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited in accordance herein to the maximum extent permitted by law.
14.3. California Resident Waiver. If you are a California resident, you waive your rights with respect to California Civil Code § 1542, which states “a general release does not extend to claims which the creditor 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.”
PART 15: TERMINATION
15.1. Termination of Use of Services if in Best Interests. If you’re not using the Service appropriately, we’ll want to work with you so that you do use the Services correctly. Still, we reserve the right, if we determine it is best, to terminate, suspend and/or deactivate your account immediately, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site or through the Services by you or by someone using your Credentials. We may also terminate, suspend or deactivate your account for any other reason, including inactivity for an extended period. DocNow shall not be liable to you or any third party for any termination, suspension or deactivation of your access to the Site and/or the Services.
PART 16: INDEMNIFICATION
16.1. Indemnification for Certain Liabilities. Upon a request by us, you agree to defend, indemnify, and hold harmless us, our employees, contractors, officers, directors, agents, parent and other affiliates, from all liabilities, claims, demands and expenses, including attorney’s fees, that arise from or are related to
(a) your use of the Site and/or Services, or
PART 17: MISCELLANEOUS
17.1. Electronic Contracting. Your affirmative act of using the Services and/or creating an account constitutes your electronic signature to this Agreement, which includes all additional Service policies, and your consent to enter into such agreements with us electronically.
17.3. Limitation of Claims. No action arising under or in connection with this Agreement, regardless of the form, may be brought by you more than one (1) year after the cause of action arose; actions brought thereafter are forever barred.
17.4. Choice of Law; Arbitration Clause. We hope that we can work out any disagreements you might have with DocNow. But if there is a dispute that needs to be further resolved, that process will take place according to this section. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Georgia as applied to contracts made and to be performed entirely within Georgia, without giving effect to the state’s conflicts of law statute. You agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including, without limitation, disputes related to this agreement, your use of the services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes, and you and we hereby expressly waive trial by jury. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding.
17.5. Class Action Waiver. Neither you nor we will participate in a class action or class-wide arbitration for any claims covered by this Agreement to arbitrate. You are waiving the ability to participate as a class representative or member in any class or collective claim you may have against us including any right to class or collective arbitration or any consolidation of individual arbitrations.
17.7. Severability. In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired and no construction of the Agreement shall be construed against the drafter. Further, the invalid, illegal or unenforceable provision shall be replaced by a provision that comes closest to the intention of the parties that underlie the invalid, illegal or unenforceable provision, except to the extent no such provision is valid, legal and enforceable, in which case such invalid, illegal or unenforceable provision shall be limited or eliminated to the minimum extent necessary so that the other provisions of this Agreement remain in full force and effect and enforceable to the maximum benefit to DocNow.
17.8. Entire Agreement; Reservation of Rights. This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, each of which are incorporated herein by reference, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect, with the construction of such provisions not to be construed against the drafter. The failure of DocNow to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
17.9. Headings. The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.
17.10. Assignment. We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.