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CMCS Management, Inc.
Doctors Personal Injury Program Agreement
This Lawyers Educational Program Agreement (the “Agreement”) is between the Academy of Chiropractic, a subsidiary of CMCS Management, Inc. (“CMCS”) and the facility (“Facility”), together the “Parties”. The Facility agrees to engage CMCS for consulting services, and CMCS agrees to be engaged by the Facility, upon the terms and conditions set forth herein.
In consideration of the mutual covenants and agreements herein contained, the Parties agree as follows: CMCS shall 1) prepare educational materials to post on CMCS’s website; 2) provide reasonable individual consulting on an “as needed” basis; 3) provide Facility with one username and password monthly for Facility’s unlimited access internet consulting; 4) bill either the through electronic funds transfer or the Facility’s credit card $199 per month from the date of this Agreement until termination as described herein; 5) bill either the through electronic funds transfer or the Facility’s credit card $225 as a one-time internet privacy/security fee; 6) bill either the through Electronic funds transfer or the Facility’s credit card $75 for each additional doctor in the practice to cover credentialing and additional consultation time for questions. The Facility: 1) expressly agrees to "opt in" to receive email, faxes and any other form of electronic communication; 2) acknowledges that it is solely responsible for any transmission or distribution of CMCS materials sent by the Facility, as well as the creation of any distribution database; 3) acknowledges that CMCS does not transmit any materials, facilitate transmission of any materials, nor create any databases; 4) has unlimited access to all CMCS materials but only during the pendency of its paid subscription to the CMCS educational program; 5) acknowledges that all CMCS materials are and shall remain owned exclusively by CMCS as further described herein; and 6) agrees not to share CMCS materials with third parties or post them on the Facility’s website.
This Agreement may be terminated for any reason by the Facility or by CMCS upon written notice only via email with corresponding confirmation of CMCS. Verbal notice (e.g., telephone) is not accepted. Termination shall occur on the date upon which email notice is submitted by Facility as indicated by email date stamp; no pro rata refunds for partial months shall be provided for any reason. Termination cannot be scheduled in advance. Once a Facility enters into this Agreement and a username and password have been given to the facility by CMCS, no refund shall be provided of any funds paid to date. After termination, should billing continue erroneously by CMCS, it is the sole responsibility of the Facility to inform CMCS immediately. The Parties mutually agree that a maximum of 6 months of fees will be refunded should the facility fail to timely notify CMCS of continued or over-billing regardless of when the termination notice was received and confirmed. The Facility is solely responsible for updating CMCS of any change in Facility’s credit card information. The Facility expressly agrees not to use any of the bi-monthly fliers or any other CMCS materials once terminated from the program. If CMCS is unable to collect the monthly fee via credit card for any reason, the Parties agree that CMCS shall charge the Facility a 1-time $25 fee for each month for administrative fees. Facility shall also be responsible for reasonable collections fees, including legal fees, for non-payment.
The Facility acknowledges and agrees that all content provided or published by CMCS in any format (the “CMCS Content”) is the exclusive property of CMCS, which takes diligent measures to protect its proprietary interest and prosecutes violators to the fullest extent of the law. The Facility shall not share, publish or otherwise disclose any CMCS Content, directly or indirectly, or use, copy or discuss any CMCS Content or CMCS intellectual property either during the term of this Agreement or at any time thereafter without prior written consent by CMCS (with the exception of CMCS bi-monthly flyers, which may be shared with lawyers on an individual basis while a member). Under no circumstance is the Facility permitted to post CMCS's content on their Web site. Facility acknowledges that the CMCS Content is unique and valuable and that unauthorized disclosure of CMCS Content would destroy or diminish the value of such information. Damages resulting from the unauthorized disclosure of CMCS Content may be impossible to calculate; therefore, the parties agree that CMCS shall be entitled to injunctive relief preventing the disclosure of any CMCS Content. Such injunctive relief is in addition to any other remedies available, whether at law or in equity. CMCS shall be entitled to recover its costs and fees, including reasonable attorneys’ fees, incurred in obtaining any such relief, whether in collections, litigation or other dispute resolution procedures.
The Facility shall indemnify and hold harmless CMCS, its agents, employees and principals from any and all issues, claims, matters or disputes of any nature arising from the terms of this Agreement and/or any services or actions rendered by CMCS to the Facility. This includes actions by third parties, none of which are intended beneficiaries of this Agreement.
The facility acknowledges that CMCS does not provide legal advice or medical advice. All opinions provided by CMCS are for educational purposes only. It is the responsibility of the Facility to seek independent legal counsel regarding Facility’s business activities. Facility is solely responsible for the diagnosis, prognosis and treatment of its patients. Any litigation arising from this Agreement shall be brought and maintained in the Supreme Court of the State of New York in the County of Suffolk, which shall have exclusive jurisdiction. If any terms of this Agreement are ruled as void by a court of law, the remaining terms shall remain in full force and effect. This Agreement may be updated and revised from time to time by CMCS upon notice to Facility or by publishing the revised Agreement on the CMCS website at the “Members Consulting Page.. It is the sole responsibility of the Facility to review any revised version of this Agreement.
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