TERMS OF USE

  1. INTRODUCTION. We provide you access to the online services of On Call International ("On Call") subject to these Terms of Use, together with all On Call Rules & Policies that are published on its website from time to time (collectively, the "Agreement"). The On Call Website permits you to access a variety of On Call programs and services, and includes online resources offered through one or more websites and applications.
  2. AGREEMENT. By using the On Call Website, you thereby agree to be bound by and to comply with this Agreement. If you do not intend to be so bound, please discontinue your use immediately.
  3. DEFINITIONS. In this Agreement, (i) "we," "us," and "our" means On Call International, LLC; (ii) the "Service" means the On Call Website, including all information, materials and services included by us on it and all websites that we operate in connection with the Service (including publicly available websites as well as secure ones); (iii) "you" and "your" mean you and any company or other entity on behalf of which you are using the Service. Other paragraphs of this Agreement also include definitions for other terms used in this Agreement.
  4. UPDATES AND NEW PROVISIONS OF AGREEMENT. We will post any updates, changes, or supplements to these Terms of Service or other parts of the Agreement on the Service, and you should check each time you use the Service to review the current terms of the Agreement. The new or revised parts of this Agreement will become effective, and will be deemed accepted by you, after we initially post them and they will apply on a going-forward basis with respect to your activities related to the Service after the posting date. If you do not agree with the new or revised Agreement, you must terminate your use of the Service, which is your sole and exclusive remedy. Your continued use of the Service after we post new or revised parts of this Agreement means you accept the then-current Agreement in its entirety.
  5. ON CALL'S PRIVACY POLICY. Your use of the Service is also subject to On Call's Privacy Policy, which you can review at Privacy Policy. If you have not already read On Call's Privacy Policy, you should do so now.
  6. POLICIES & RULES. Your use of the Service is subject to all other terms and conditions required for use of the Service, all of which are hereby made a part of this Agreement.
  7. REGISTRATION DATA. You agree to provide accurate, current and complete information required to register with or use the Service ("Registration Data"). You further agree to maintain and update your Registration Data as needed to keep it accurate, current and complete. We may terminate your right to use the Service if any information you provide us or other users is false, inaccurate or incomplete. You agree that On Call may store and use the Registration Data you provide, including billing information, for use in connection with the Service.
  8. CHANGES TO AND SUSPENSIONS OF SERVICE; LIMITATIONS ON YOUR ACCESS. On Call reserves the right to change, suspend, remove, or disable access to the Service or any portion of the functionality or content thereof at any time with or without notice. In no event will we be liable for any such action. We may also impose limits on your use of or access to certain functionality or content within the Service with or without notice, and without liability.
  9. INTELLECTUAL PROPERTY.
    1. Acknowledgment of Ownership. You agree that the Service, including but not limited to graphics, screen design, data structures, editorial content, and the software and other technology that we use to provide the Service, is proprietary to On Call and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with this Agreement. No part of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, create derivative works of, rent, lease, loan, sell or distribute the Service (or any part of it) in any manner unless you have our express written authorization.
    2. Copyrights. All copyrights in and to the Service, including all underlying software technology, are owned by On Call and/or its licensors, who reserve all rights except as expressly licensed under this Agreement.
    3. Trademarks. On Call trademarks, service marks, graphics and logos used in connection with the Service are trademarks of On Call in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Service may be trademarks of their respective owners. You are not granted any right or license with respect to any such trademarks.
    4. Trade Secrets. Your use of the Service may provide you with authorized access to confidential and proprietary information and materials of On Call. You agree not to use the Service to circumvent the terms of any Referral Agreement or in any other manner that is not consistent with the business purpose of the Service.
    5. No Reverse Engineering. You agree not to attempt to, or assist another person to, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any software, technology or other component used to provide the Service for any reason whatsoever, except to the extent (if any) permitted by applicable law notwithstanding the terms of this Agreement.

    ANY USE OF THE SERVICE EXCEPT AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT IS PROHIBITED AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS AND OTHER PROPRIETARY RIGHTS.

  10. ENFORCEMENT OF THESE TERMS. We reserve the right to take any and all steps we determine are necessary or appropriate to enforce and/or verify compliance with this Agreement. This includes but is not limited to our right to cooperate with any legal process relating to your use of the Service, and/or to any third party claim in connection with your use of the Service. You agree that On Call has the right, without liability to you, to disclose any Registration Data or information related to your Account or use of the Service to applicable law enforcement authorities and/or third parties if we determine such disclosure is required by applicable law or is reasonably necessary to determine compliance with this Agreement or enforce our rights under it.
  11. NO RESPONSIBILITY FOR THIRD PARTY MATERIALS OR WEB SITES. The Service and websites and other content accessible through it include materials and websites of or controlled by third parties. You agree that On Call is not responsible for examining or evaluating the content, accuracy or other aspects of any such third party materials or websites. We do not warrant or endorse any third party materials or websites, and we do not have any responsibility or liability for any other materials, products, or services of third parties that may be available through or promoted via use of the Service.
  12. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY AND REMEDY
    1. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR COVENANTS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING AS TO THE OPERATION OF THE SERVICE OR ANY INFORMATION, CONTENT, MATERIALS, SOFTWARE, SERVICES OR PRODUCTS INCLUDED ON, DOWNLOADABLE FROM OR OTHERWISE ACCESSIBLE VIA THE SERVICE. THE FOREGOING DISCLAIMER INCLUDES WITHOUT LIMITATION A DISCLAIMER OF ANY IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SUCH EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
    2. WITHOUT LIMITING THE GENERALITY OF THE PREVIOUS PARAGRAPH, ON CALL DOES NOT WARRANT THAT THE SERVICE WILL BE FREE FROM VIRUSES, CORRUPTION, ATTACK, MISUSE, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND ON CALL DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE SOLELY RESPONSIBLE FOR SAVING (INCLUDING BACKING UP) THE SYSTEM YOU USE TO ACCESS THE SERVICE, AND ALSO ANY CONTENT YOU DOWNLOAD VIA THE SERVICE AND ANY INFORMATION RELATED TO YOUR USE OF THE SERVICE THAT IS STORED IN YOUR SYSTEM.
    3. ON CALL DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNTERRUPTED OR ERROR-FREE. YOU AGREE THAT FROM TIME TO TIME ON CALL MAY REMOVE THE SERVICE FROM AVAILABILITY FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU.
    4. IN NO CASE WILL ON CALL, ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY), ARISING FROM YOUR USE OF THE SERVICE OR ANY CLAIM RELATED TO THIS AGREEMENT (INCLUDING ON CALL’S ENFORCEMENT OF THE TERMS OF THIS AGREEMENT), EVEN IF WE HAVE BEEN ADVISED 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, ON CALL’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
    5. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ON CALL (WHETHER IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY, OR OTHER THEORY), ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT, EXCEED $10.00.
  13. INDEMNITY. You agree to indemnify and hold On Call and our owners, directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this Agreement, your use of the Service, or On Call’s exercise of its rights under this Agreement.
  14. NOTICES. We may send you notices with respect to the Service by sending an email message to the email address listed in your Account contact information, by sending you a letter via postal mail to the contact address listed in your Account contact information, and/or by a posting on the Service. Notices will be effective upon our posting them on the Service or, in the case or email or letter notices, upon your receipt of them, unless the notice specifies a different effective date. You agree that this electronic document and any other electronic notice or other communication that we provide to you meets any legal requirement that such communication be in writing.
  15. GOVERNING LAW; DISPUTE RESOLUTION. This Agreement will be construed and enforced in accordance with the laws of the State of New Hampshire, excluding conflicts of law rules. You agree that exclusive jurisdiction for any claim or dispute with On Call or its affiliates, or relating in any way to your use of the Service, will be in the courts seated in Rockingham County, New Hampshire, or the United States District Court for the District of New Hampshire, and you irrevocably consent to exclusive jurisdiction of and venue in such courts and waive any argument of forum non conveniens in respect thereto, except that you further agree that On Call may seek and, if granted, obtain immediate equitable or injunctive relief in connection with breaches of this Agreement from any court of competent jurisdiction.
  16. MISCELLANEOUS. This Agreement constitutes the entire agreement between you and On Call governing your use of the Service, and supersedes any prior agreements between you and On Call on this subject matter. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a many consistent with applicable law to reflect, as nearly as possible, the original intent of the parties, and the remaining portions will remain in full force and effect. Our failure to enforce any right or provision in this Agreement will not constitute a waiver of such provision or any other provision of this Agreement. On Call will not be responsible for any failure to fulfill its obligations due to causes beyond its control. On Call and you are independent contractors, and this Agreement does not create any agency, partnership, joint venture, franchise, sales representative, or employment relationship between us.