You must register an account with Xyla Inc. to access all of the Services. Registration requires you to provide us with your name, email address, profession, specialty and other information specified in the registration form (“Registration Information”), and to select a username and password that will be associated with your account. You agree that your Registration Information is true, accurate, current, and complete, and you will promptly update your Registration Information as necessary so that it continues to be true, accurate, current and complete. We may attempt to verify the accuracy of the Registration Information that you have provided and update it as necessary. You are solely responsible for maintaining the confidentiality and security of your Xyla Inc. account username and password and you may not permit another person to use your username and password to access the Services. You are responsible for all activity that occurs under your account. If you believe that the security of your account information has been compromised, you should immediately change your username and password through the account settings feature or notify us and we will assist you. We shall have no liability for any unauthorized access to or use of your account information.
Use of the Services
The Services are intended for physicians and other healthcare professionals. By using the Services, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited from using the Services or any portion thereof.
The information and tools that we make available through the Services are provided for educational and informational purposes only. While we hope you find the Services useful to you as a healthcare professional, they are in no way intended to serve as a diagnostic service or platform, to provide certainty with respect to a diagnosis, to recommend a particular product or therapy or to otherwise substitute for the clinical judgment of a qualified healthcare professional. You agree that you will not use the Services with the intention of creating any kind of physician/patient relationship, e.g., to diagnose or treat users. You are solely responsible for evaluating the information obtained from the Services and for your use or misuse of such information in connection with your treatment decisions or otherwise. You agree that you shall be solely responsible for your compliance with all laws and standards of professional practice applicable to you and the practice of medicine or other relevant health profession.
Notwithstanding anything stated herein, you may be subject to certain obligations and responsibilities associated with the jurisdiction in which you practice medicine or another health profession. We make no representation or warranty as to the legal compliance of the Services or the Xyla or OpenEvidence Content and you are solely responsible for compliance with the laws of your jurisdiction, with respect to your use and misuse of the Services and the Xyla or OpenEvidence Content. We reserve the right, at any time in our sole discretion, to limit the availability and accessibility of the Xyla Inc., the Services and the Xyla or OpenEvidence Content to any person, geographic area or jurisdiction we so desire.
If you are a consumer who chooses to access the professional-level information made available through the Services, you should not rely on that information as professional medical advice or use the Services as a replacement for any relationship with your physician or other qualified healthcare professional. For medical concerns, including decisions about medications and other treatments, consumers should always consult their physician or, in serious cases, seek immediate assistance from emergency medical personnel.
Subject to your compliance with these Terms, you are granted a limited, non-exclusive, non-transferable and non-sublicensable license to use the Services and to view the information and materials made available through the Services, including User Content, as defined below, (“Xyla or OpenEvidence Content”) solely for your personal and professional use. You shall not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, Xyla Or OpenEvidence Content, or Xyla Inc. properties, except as expressly permitted in these Terms. All rights not expressly granted herein are reserved by us and our respective licensors, as applicable.
Xyla or OpenEvidence.com may contain links to third-party websites or resources which are not part of Xyla Inc.. You agree that we are not responsible or liable for these websites and resources including, without limitation, their availability or the content and information that they provide. The inclusion in Xyla Inc. of third party resources, including links to third party websites, does not imply our endorsement of these resources.
You agree that you will not engage in any of the following activities in connection with your use of the Services:
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
- Use, display, mirror or frame a Xyla or OpenEvidence Site or OpenEvidence App, or any component thereof, or Xyla Inc. or OpenEvidence’s trademark, logo or other proprietary information, without the written consent of Xyla Inc. or OpenEvidence, as applicable;
- Remove any copyright, trademark or other proprietary rights notices contained within the Xyla Inc., including those of Xyla Inc. or OpenEvidence and any of their respective licensors;
- Infringe or use any of our brands, logos trademarks or other proprietary marks in any business name, email, URL or other context unless expressly approved in writing by Xyla Inc. or OpenEvidence, as applicable;
- Attempt to circumvent any protective technological measure associated with the Services;
- Attempt to access or search any Xyla Inc. properties or any content contained therein through the use of any engine, software, tool, agent, device or mechanism (including scripts, bots, spiders, scraper, crawlers, data mining tools or the like) other than through software generally available through web browsers;
- Post, upload, transmit or otherwise distribute chain letters, pyramid schemes, advertising or spam;
- Impersonate or misrepresent your affiliation with another person or entity;
- Harvest or otherwise collect information about others, including email addresses;
- Interfere with or disrupt any of the Services or the associated computer or technical delivery systems;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing a Xyla Inc. or OpenEvidence Site or a OpenEvidence App;
- Fail to respect another user’s privacy. This includes revealing another user’s password, phone number, address, instant messenger I.D. or address or any other personally identifiable information; or
- Use any Xyla Inc. property, the Services or any OpenEvidence Content in any manner not permitted by these Terms.
We may (but are not obligated to) do any or all of the following without notice:
- Record or pre-screen User Content submissions to public areas within the Xyla Inc.;
- Investigate your use of the Services as we deem appropriate to comply with any applicable law, regulation, government request or legal process;
- Edit OpenEvidence Content.
Information that you Make Available through the Services
You are solely responsible for ensuring that the User Content that you make available through the Services complies with applicable laws including, without limitation, those relating to privacy, and also best clinical and ethical practices. Prior to submitting any User Content to the Services, you must remove any information that identifies an individual or could reasonably enable the identification of an individual, e.g., name, e-mail address, social security number, insurance number or other unique identification number, biometric identifiers, facial photographs, photographs of identifying marks such as tattoos or scars. You shall be solely responsible for any claims arising from your failure to de-identify User Content that you submit through the Services.
You agree that you will not use the Services to make available User Content that:
- you do not have the right to make available under any contractual or fiduciary agreement or law;
- infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
- results in the violation of any applicable law or regulation, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) or any other applicable privacy laws;
- is unlawful, harmful, obscene, defamatory, threatening, harassing, abusive, slanderous, offensive, or embarrassing to any other person or entity;
- promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;
- promotes illegal activity;
- is fraudulent, false, misleading or deceptive;
- constitutes an advertisement or solicitation of business; or
- contains viruses or other harmful computer code designed to interrupt, destroy or limit the use of any computer software or hardware.
You acknowledge and agree that the Xyla Inc. and any software used in connection with the Xyla Inc. (“Software”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that the OpenEvidence Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by us or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform, create derivative works from, or “scrape” for commercial or any other purpose, the Xyla Inc., OpenEvidence Content or the Software, in whole or in part. Any use of Xyla Inc. or the OpenEvidence Services not expressly permitted by these Terms is a breach of these Terms and may violate our and third parties’ intellectual property rights.
You may view information provided through the Services online, download individual articles to your computer or mobile device for later reading or print a copy of an article for yourself. You may not remove any copyright notices from our materials. You agree not to access the Services by any means other than through the interface that is provided by us for use in accessing the Services.
Permitted And Prohibited Uses
Except as expressly permitted in this Agreement, any copying, distributing, or modifying of the OpenEvidence Content is strictly prohibited. No part of the OpenEvidence Content may be copied for resale or other commercial use, or posted on public bulletin boards, websites, internet domains, online chatrooms, or hyperlinked, indexed, or otherwise utilized by automated software means, including search engines, robots, spiders, crawlers, data mining tools, or any other software that aggregates access to, or the content of, the OpenEvidence Content. No part of the OpenEvidence Content may be reverse engineered or included in other software. You may not upload or transmit to or through the OpenEvidence Content (i) any material that is unlawful, threatening, libelous, defamatory, obscene, pornographic, profane, or might in any other way violate any law, regulation, or rule, or (ii) any material that you do not have the right to transmit or that infringes the rights of any party. You may not upload or transmit to or through the Content any material which disrupts the normal operation of the OpenEvidence Content. You agree that you will provide only accurate and current information through the Content and will not impersonate anyone else in your use of the OpenEvidence Content. Xyla Inc. may electronically monitor compliance with this Agreement or otherwise audit your use of the Content for compliance with this Agreement and reserves the right in its sole discretion to disable or suspend your access to the OpenEvidence Content without notice in the event of suspicious or potentially threatening behavior. You agree to comply with all applicable laws, including all US export laws and regulations, in connection with your access to, and use of, the OpenEvidence Content.
Licensed Third Parties
The following provisions apply to all OpenEvidence User Data made available via the Licensed Agreement from Xyla Inc. and OpenEvidence to Any Third Party hereafter known as “the Licensee.”
Licensee shall have permission to have access to Xyla’s Inc and OpenEvidence User Data under the Licensed Agreement. The purpose of this Agreement is to provide user information on customers who would potentially like to receive similar products as Ask OpenEvidence.
Licensee shall not use or permit anyone to use the OpenEvidence User Data for any unlawful or unauthorized purpose. The OpenEvidence User Data are being provided for Licensee’s business use only and Licensee is not authorized or permitted to distribute or otherwise furnish such information or software to any third-party without prior written approval of Xyla Inc and OpenEvidence.
Access to the OpenEvidence User Data is subject to termination in the event that any agreement between Xyla Inc and OpenEvidence and their users terminates for any reason.
The Licensee agrees and acknowledges that OpenEvidence User Data in the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, respective owners, and that no proprietary rights are being transferred to the Licensee in such materials or in any of the information contained therein. The Licensee agrees that misappropriation or misuse of such materials will cause serious damage to OpenEvidence User third parties, and that in such event money damages may not constitute sufficient compensation to third parties; consequently, the Licensee agrees that in the event of any misappropriation or misuse, third parties, shall have the right to obtain injunctive relief in addition to any other legal or financial remedies.
NO MEDICAL ADVICE
OpenEvidence is not a health care provider, and OpenEvidence Content is not intended to provide medical advice, diagnosis or treatment or substitute for an individual patient assessment based on a qualified health care provider’s evaluation of each patient, including factors unique to such patient. The OpenEvidence Content (i) is intended and presented only for general educational purposes and should not be relied upon or construed to indicate that the use of a pharmaceutical or treatment is safe, appropriate, or effective for a specific individual; (ii) is not comprehensive and does not cover all uses, precautions, side effects, warnings, and interactions related to pharmaceuticals or treatments; (iii) may not apply to any specific medical condition; (iv) is only applicable to use in the United States and pharmaceuticals legally available in the United States; (v) has not been reviewed for compliance with federal or state pharmaceutical marketing, advertising, and disclosure statutes or regulations; and (vi) is subject to change without notice. You may only use the OpenEvidence Content as prescribed to you by your Health Care Provider and in accordance with your Health Care Provider’s instructions. Xyla Inc. is not responsible or liable for any advice, course of treatment, diagnosis, or any other information or services, including health care services, that you may obtain through your Health Care Provider. The OpenEvidence Content should not be used if you are in a life-threatening or emergency medical situation. IF YOU HAVE ANY QUESTIONS ABOUT YOUR HEALTH, INCLUDING ANY MEDICAL CONDITION OR TREATMENT, PLEASE CONTACT YOUR HEALTHCARE PROVIDER OR, IF YOU HAVE A MEDICAL EMERGENCY, SEEK IMMEDIATE MEDICAL HELP OR CALL EMERGENCY SERVICES AT 911 (OR YOUR LOCAL MEDICAL EMERGENCY NUMBER).
Dealing with Third Parties
Your correspondence or business dealings with, or participation in promotions of, advertisers or other third parties found on or through the Services, including requests for and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that we shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the introduction of such third parties through the Services.
Laws that Govern this Agreement
We control those components of the Services made available through our respective websites from our offices within the state of Massachusetts in the United States of America. By accessing the Services, you agree that the statutes and laws of the state of Massachusetts, without regard to choice of laws principles, will apply to all matters relating to use of the Services.
Termination and Modification
You agree that we may, under certain circumstances and without prior notice, discontinue, temporarily or permanently, the Services (or any part thereof) or eliminate your account and remove any User Content that you have made available through the Services, with or without notice, for any of the following reasons (which are not intended to be exclusive): (a) breaches or violations of these Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the Services (or any part thereof), (e) technical or security issues or problems, (f) extended periods of inactivity, and/or (g) your engagement in fraudulent or illegal activities. You agree that all terminations for cause shall be made at our sole discretion, and we shall not be liable to you or any third party for any termination of your account or access to the Services.
XYLA INC PROVIDES THE OPENEVIDENCE CONTENT TO YOU ON AN “AS-IS” BASIS. NEITHER XYLA INC NOR ANY OF ITS LICENSORS OR SUPPLIERS, MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND EACH SPECIFICALLY DISCLAIMS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, SYSTEM AVAILABILITY, AND COMPATIBILITY, SUBJECT TO THE LAWS OF ANY STATES THAT DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES. YOU ACKNOWLEDGE THAT NO REPRESENTATIONS HAVE BEEN MADE RESPECTING THE OPENEVIDENCE CONTENT. YOU ACKNOWLEDGE THAT THE OPENEVIDENCE CONTENT AND ANY INFORMATION CONTAINED IN THE OPENEVIDENCE CONTENT OR ANY COMMUNICATIONS PROVIDED TO XYLA INC DURING USE OF THE OPENEVIDENCE CONTENT WILL BE TRANSMITTED OVER A MEDIUM THAT IS BEYOND THE CONTROL AND JURISDICTION OF XYLA INC AND ITS SUPPLIERS AND MAY BE SUBJECT TO LIMITATIONS, DELAYS, LATENCY ISSUES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND XYLA INC IS NOT RESPONSIBLE FOR AND ASSUMES NO LIABILITY FOR ANY DELAYS, DELIVERY FAILURES, CORRUPTION OF ANY DATA OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. XYLA INC IS NOT RESPONSIBLE FOR AND ASSUMES NO LIABILITY FOR ANY TECHNICAL MALFUNCTION, INABILITY TO ACCESS THE OPENEVIDENCE CONTENT OR OTHER PROBLEMS RELATED TO OR ARISING FROM ANY THIRD-PARTY HARDWARE OR SOFTWARE, INCLUDING ANY THIRD-PARTY WEBSITE, APPLICATION, OR OTHER PLATFORM.
DMD Healthcare Communications Network Participation Disclosure
In no event will any of us or our respective directors, officers, employees, contractors, agents, sponsors, licensors or any other person or entity involved in creating, developing or delivering the Xyla Inc., the Services or the OpenEvidence Content be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) arising out of or in connection with these Terms or from the use of or inability to access or use the Xyla Inc., the Services or the OpenEvidence Content, or from any communications or interactions with other persons with whom you communicate or interact as a result of your use of the Services, whether based on warranty, contract, tort, or any other legal theory, and whether or not we, our licensors, ours suppliers, or any third parties mentioned with the Services are advised of the possibility of such damages. We, our licensors, our suppliers, or any third parties mentioned within the Services are not liable for any personal injury, including death, caused by your use or misuse of the Services or any information provided through the Services. Any claims arising in connection with your use of the Services must be brought within one (1) year of the date of the event giving rise to such action occurred. Remedies under these Terms are exclusive and are limited to those expressly provided for in these Terms. The limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you.
NEITHER XYLA INC NOR ANY OF ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, LICENSORS OR SUPPLIERS WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION DAMAGES FOR ANY BUSINESS INTERRUPTION, LOSS OF SALES, PROFITS, BUSINESS, GOODWILL, OR DATA, OR FOR THE INABILITY TO USE THE OPENEVIDENCE CONTENT, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FINES, COSTS, EXPENSES AND OTHER LIABILITIES, AND/OR THE SAME ARE REASONABLY FORESEEABLE. THE TOTAL LIABILITY OF XYLA INC AND ITS AFFILIATES, DISTRIBUTORS, AGENTS, SUBCONTRACTORS, LICENSORS, AND SUPPLIERS, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, THE OPENEVIDENCE CONTENT, AND ANY OTHER CAUSE WHATSOEVER, SHALL NOT EXCEED, IN THE AGGREGATE FOR ANY AND ALL CLAIMS UNDER OR IN RELATION TO THIS AGREEMENT, $100.
THE LIMITATIONS OF LIABILITY AND TYPES OF CLAIMS HEREBY LIMITED AND DISCLAIMED SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ARE INTENDED BY THE PARTIES TO APPLY REGARDLESS OF THE FORM OF THE CLAIM OR ACTION (WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, STATUTE OR OTHERWISE), AND REGARDLESS OF WHETHER ANY LIMITED REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. EACH PARTY ACKNOWLEDGES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY THE OTHER PARTY IN EXCHANGE FOR THE RIGHTS GRANTED UNDER THIS AGREEMENT.
You agree to defend, indemnify, and hold each of us and our respective officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your access to or use of Xyla Inc., OpenEvidence Services and the OpenEvidence Content or your violation of these Terms.
Notice and Take Down Procedures and Copyright Agent
If you believe in good faith any materials within the Xyla Inc. infringe your copyright, you may request removal of those materials (or access thereto) by contacting our copyright agent (identified below) and providing the following information:
- Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
- Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
- Your name, address, telephone number and (if available) e-mail address.
- A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
- A statement that the information that you have supplied is accurate, and indicating that “under penalty of perjury,” you are the copyright owner or are authorized to act on the copyright owner’s behalf.
- A signature or the electronic equivalent from the copyright holder or authorized representative.
Our agent for copyright issues relating to this web site is as follows:
Attn: Designated Copyright Agent
245 Main Street
Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements specified above shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. We may terminate the account of any user who we determine is a repeat infringer.
We reserve the right, at our sole discretion, to modify, discontinue or terminate any of the Services, the OpenEvidence Content or these Terms, at any time and without prior notice. If we modify these Terms in a material way, we will provide notice of such modification within the Xyla Inc.. By continuing to access or use the Services after we have modified these Terms, you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, you agree to immediately stop using Xyla Inc., OpenEvidence and the Services provided.
These Terms constitute the entire and exclusive understanding and agreement between Xyla Inc., OpenEvidence and you regarding Xyla Inc. Platform and the OpenEvidence Services and these Terms supersede and replace any and all prior oral or written understandings or agreements between Xyla, OpenEvidence and you regarding Xyla Inc. and the Services provided.
You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. We may assign or transfer these Terms, at our sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Further, any of us may exercise the rights described in these Terms.
Any notices or other communications permitted or required hereunder, including those regarding material modifications to these Terms, will be in a written form and given: (i) by us via email (in each case to the email address included in your Registration Information); or (ii) by posting within the Xyla Inc. Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
All provisions of these Terms shall survive termination of your Xyla Inc. account except for your license to access and use the Services and the Xyla Platform.
If you have questions about the Services or these Terms, or you wish to provide feedback, please contact us at email@example.com. By submitting feedback and suggestions, you grant a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to us to use to improve the Services.
Last updated: November 14, 2023.