Terms and Conditions
InStep Health, LLC, an Illinois limited liability company ('InStep Health'), owner of the InStep Health™ Healthcare Provider Program (the 'Program'). InStep Health, provides the Program to physicians’ offices and other healthcare providers who have agreed to participate in the Program. These Terms and Conditions govern participation in the Program by such physicians’ offices and healthcare providers (each, a 'Provider').
- Agreement to Participate. By providing InStep Health with Provider’s Enrollment Information (defined below) during the enrollment process and acknowledging Provider’s agreement during the enrollment process to participate in the Program, Provider has agreed to participate in the Program. “Enrollment Information” includes Provider’s business name, contact telephone number, facsimile number, contact e-mail address, practice area or specialty, and other information pertaining to Provider’s business and practice focus. Unless Provider notifies InStep Health as provided herein of Provider’s desire to no longer participate in the Program, Provider authorizes InStep Health to store the Provider Information in InStep Health’s internal or cloud-based records, to use the Provider Information in connection with InStep Health’s maintenance and administration of the Program, to use the Provider Information to communicate with Provider from time to time in connection with Sponsored Events (defined herein), and to provide the Provider Information to one or more of InStep Health’s affiliates in connection with service offerings from such affiliates to their customers.
- Sponsored Events. The Program is comprised of periodic, independent marketing events (“Sponsored Events”) sponsored by healthcare products manufacturers and their affiliates (“Sponsors”). Provider may qualify for one or more Sponsored Events, depending on Provider’s scope of practice, geographic region and other factors determined by InStep Health from time to time in its sole and absolute discretion.
- Authorization to Communicate. By enrolling in the Program, Provider specifically authorizes InStep Health to use the Provider Information for purposes of communicating with Provider about prospective or ongoing Sponsored Events or other bona fide business purposes. This authorization specifically includes communication by facsimile, electronic mail, instant message, telephone or other means using the Provider Information. Because Provider has authorized InStep Health to communicate with Provider using the Provider Information in furtherance of a bona fide business relationship between InStep Health and Provider, Provider shall hold InStep Health, its affiliates and its Sponsors, harmless from and against any claims, rights or causes of action arising from or relating to the Telephone Consumer Protection Act, 47 U.S.C. § 227(b)(3), the Junk Fax Prevention Act of 2005, 47 U.S.C. § 227, or any other federal or state laws or private causes of action arising from or in relation to any communications transmitted or delivered by InStep Health or its affiliates to Provider during the enrollment period.
- Enrollment Period; Termination of Enrollment. Provider’s enrollment in the Program is perpetual unless InStep Health notifies Provider of termination of the enrollment (which termination can occur for any reason or no reason, from time to time on written notice from InStep Health to Provider), or Provider notifies InStep Health of its election to terminate the enrollment (which termination must be in writing delivered pursuant to the notice provisions in Section 6).
- Limitation of Liability.
- (a) Provider acknowledges and agrees that: (i) InStep Health is not in the business of providing medical or other professional advice and that the Program is provided solely for Provider’s evaluation purposes and is not intended as a substitute for medical advice; (ii) Provider, through one or more of Provider’s licensed physicians or other licensed healthcare professionals, shall independently determine which patients or customers should receive Promotional Materials, and Provider assumes full responsibility for any and all decisions with respect to dispensing or providing such Promotional Materials to patients or customers of Provider; (iii) InStep Health does not expressly or by implication recommend or endorse in any manner any product, method, procedure, or supplier/distributor (including, without limitation, any one or more Sponsors), and Provider, through one or more of Provider’s licensed physicians or other licensed healthcare professionals, shall at all times exercise its own independent medical judgment; (iv) InStep Health does not in any way guarantee, make any representation with respect to, or assume any responsibility or liability for, the truth or accuracy of the whole of any part of the Program, Promotional Materials or any Sponsored Events; and (v) InStep Health has no responsibility or liability for injury, loss, or damage caused by or alleged to have been caused by any decision made by Provider in connection with any Sponsored Event or Promotional Materials.
- (b) INSTEP HEALTH PROVIDES THE PROMOTIONAL MATERIALS AS RECEIVED FROM SPONSORS, AS-IS, WHERE-IS, AND MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH MATERIALS. ALL IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY DISCLAIMED.
- (c) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND OTHER PECUNIARY LOSS AND COSTS OR LEGAL EXPENSES) INCURRED BY A PARTY OR ANY THIRD PARTY, ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS, INCLUDING WITHOUT LIMITATION THE PROGRAM, PROMOTIONAL MATERIALS OR PROVIDER’S PARTICIPATION THEREIN OR RECEIPT THEREOF, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Notices. All notices required or permitted by these Terms of Enrollment shall be in writing and shall be delivered to the parties as follows: If to InStep Health (except as expressly provided in Section 7(b)), by electronic mail to the following address: Service@InStep HealthMedia.com; and if to Provider, by electronic mail to the electronic mail address include in the Provider Information. InStep Health or Provider may change their notice information by providing written notice to each other of such changed information.
- Resolution of Disputes; Binding Arbitration; No Class Representative Actions or Arbitrations.
- (a) ANY AND ALL CLAIMS BETWEEN PROVIDER AND INSTEP HEALTH, ITS AFFILIATES AND/OR ITS SPONSORS WILL BE RESOLVED IN BINDING ARBITRATION RATHER THAN IN COURT. Provider and InStep Health agree to submit to individual arbitration the resolution of any and all Claims by or between Provider and/or InStep Health, its affiliates or its Sponsors relating to the Program, Sponsored Events or these Terms and Conditions. Provider and InStep Health agree that these Terms and Conditions affect interstate commerce, and that the enforceability of this Section 7 will be governed by, construed, and enforced, both procedurally and substantively, by the Federal Arbitration Act, 9 U.S.C. sections 1–9 (“FAA””). “Claim(s)” means any dispute, claim or controversy by or between Provider and/or InStep Health, its affiliates and/or its Sponsors, relating to the Program, Promotional Materials, any one or more Sponsored Events and/or these Terms and Conditions, as may be modified from time-to-time, and the subject matter hereof, including, but not limited to, any contract, tort, statutory, or equity claims.
- (b) Any arbitration will be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (the “AAA Rules”), as modified by this Agreement. As required by the AAA Rules, if Provider initiates the arbitration proceedings, Provider must send the original copy of the completed form to InStep Health, which should be sent to InStep Health at the following address: 102 East Main Street, New Albany, Ohio 43054, Attention: Arbitration Notice.
- (c) PROVIDER AND INSTEP HEALTH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WHETHER IN ARBITRATION OR IN COURT WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. Provider and InStep Health expressly agree that any Claim is personal to Provider and InStep Health, its affiliates and/or its Sponsors, shall only be resolved by an individual arbitration, and shall in no event be brought as a class arbitration, a class action, or any other representative proceeding. The arbitrator may only conduct an individual arbitration and may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding.
- Governing Law. These Terms and Conditions, and Provider’s participation in the Program, shall be governed and construed in accordance with the laws of the State of Illinois, without regard to conflicts of law’s provisions. Notwithstanding the forgoing, the parties’ agreement to arbitrate disputes arising hereunder is governed by the FAA as provided in Section 7.