THIS AGREEMENT (“Agreement”) is entered into on the date of registration, (the “Effective Date”) by and between Zyppah®, Inc., a Nevada corporation (“Zyppah”), on the one hand, and the registered member (“Member”), on the other hand, (each a “Party” and together the “Parties”), to enroll Member in Zyppah’s Sleep Certified™ Education, Marketing & Patient Introduction Program (“Program”). The Parties agree:
1. RIGHTS AND OBLIGATIONS OF ZYPPAH. Zyppah shall provide Member with access to Zyppah’s Sleep Certified™ online education, webinars, e-letters, downloadable forms for the Member’s professional practice, Sleep Certified™ forum(s), new patient referrals, and, provided that Member completes the required online courses, shall include Member on the Sleep Certified™ website(s) as a “Sleep Certified”™ Member. These member benefits may be changed, modified, added to or subtracted from in the sole discretion of Zyppah including the changing of fees and charging additional amounts for benefits now included as part of the membership fee.
2. MONTHLY MEMBERSHIP. Membership in the Program shall be monthly and Member may cancel Member’s membership at any time. All cancelations shall become effective immediately.
3. MONTHLY MEMBERSHIP FEE. Member shall pay Zyppah the payment amount agreed upon during registration each month for membership in the Program. This amount may be changed at the sole discretion of Zyppah at any time. Zyppah, from time to time may offer special promotions reducing the cost of monthly membership. These promotions will be for a limited time only and will not exceed 12 months. The monthly membership fee shall be automatically debited from a credit card account designated by Member and Member agrees to make the necessary arrangements for the monthly automatic debit. Upon cancelation of membership Member shall not be entitled to any refund of any kind whatsoever for monthly membership fees paid through the month of cancelation.
4. CERTIFICATION AS A “SLEEP CERTIFIED™” MEMBER. Zyppah’s Sleep Certified™ online education shall make available online education courses. Upon a Member’s completion of the required online courses from time to time designated by Zyppah, then so long as the Member (i) remains current in the Member’s monthly membership fee, and (ii) remains in good standing with all authorities with jurisdiction over the Member’s professional license, Zyppah shall indicate on its Sleep Certified™ website(s) and any related marketing materials that Member is a Zyppah “Sleep Certified” ™ Member.
5. INFORMATION INDICATED ON ZYPPAH SLEEP CERTIFIED™ WEBSITE(S). The following information shall be indicated on the Zyppah Sleep Certified™ website(s):
5.1 Whether Member is a Zyppah Sleep Certified™ Member. The Zyppah Sleep Certified™ website(s) shall indicate whether Member is a Zyppah Sleep Certified™ Member.
5.2 Zyppah Sleep Certified™ Experience Level. The Zyppah Sleep Certified™ website(s) shall also indicate Member’s experience level based on the following:
5.2.1 Additional Online Coursework. Members who become Zyppah Sleep Certified™ Members are eligible to take additional Sleep Certified™ online education courses designed to provide the Zyppah Sleep Certified™ Members with greater knowledge and expertise in the treatment of sleep apnea. The completion of such additional online education courses as are from time to time made available by Zyppah will be a factor in determining the Member’s experience level indicated on the Zyppah Sleep Certified™ website(s).
5.2.2 Number of Cases Done at Space Maintainers Laboratories™. The number of cases performed by a Member at Space Maintainers Laboratories™ (“SML”) will also be a factor in determining a Member’s experience level indicated on the Zyppah Sleep Certified™ website(s). For the purposes of this section a Member will not receive credit for cases performed at any other laboratories.
5.2.3 Determination of Experience Level. A Member’s experience level indicated on the Zyppah Sleep Certified™ website(s) shall be based on a combination of (a) the additional online education courses completed by a Member and (b) the number of cases performed by a Member at SML. This determination of a Member’s experience level shall be made exclusively by Zyppah in Zyppah’s absolute discretion.
5.2.4 Good Standing Requirement. Notwithstanding any contrary provision in this Agreement, in order for a Member to be or remain included on Zyppah’s Sleep Certified™ website(s) and related marketing materials, a Member must at all times: (a) remain current in the Member’s monthly membership fee, and (ii) remain in good standing with all authorities with jurisdiction over the Member’s professional license.
6. RIGHTS AND OBLIGATIONS OF MEMBER.
6.1 License. Member represents and warrants that Member is fully licensed to provide professional services and is in good standing with each commission or board having jurisdiction over Member’s practice and/or Member’s license. Member shall maintain Member’s license in good standing throughout the term of this Agreement and shall give Zyppah notice of the occurrence of any event that adversely affects the status of Member’s license with the applicable commission and/or board within three (3) days after the occurrence of such an event.
6.2 Use of Zyppah and Sleep Certified™ Marks and Marketing Materials. Zyppah hereby authorizes Member to use the Zyppah® and Sleep Certified™ trademarks, service marks, logos and commercial symbols (collectively the “Zyppah Marks”) and the Zyppah and Sleep Certified™ marketing materials only (i) in accordance with the terms of this Agreement and, (ii) in connection with the operation of the Member’s professional practice under the trade name utilized by Member before the Effective Date. Member shall not identify or hold the Member’s professional practice out to the public as a Zyppah or Sleep Certified™ business or make any public use of the Zyppah Marks or marketing materials other than in Member’s office(s).
6.3 Oversight and Management of Dental Practice. Member shall be solely responsible for the oversight and management of all aspects of the day-to-day operations of Member’s professional practice and all decisions regarding the operation of Member’s professional practice shall be made only by Member. Member shall have the right, but not the obligation, to use Zyppah appliances to treat Member’s sleep apnea patients. Zyppah shall have no responsibility or input regarding the operation of Member’s professional practice and does not impose any standards or operations procedures on Member other than in connection with the use of the Zyppah appliances, if Member chooses to use the Zyppah appliances. Zyppah shall not participate in or be responsible for the oversight or management of the operations of Member’s professional practice. Notwithstanding the foregoing, upon request by Member, Zyppah may, but shall not be obligated, to provide optional consultation and advice to Member in response to Member’s inquiries about specific clinical and marketing issues that may be used by Member, in Member’s sole judgment, in conjunction with Member’s treatment of sleep apnea patients in Member’s professional practice. Member shall operate Member’s professional practice as an orderly, legal and respectable place of business; shall comply with all applicable laws; shall adhere to high standards of honesty, integrity, fair dealing and ethical conduct. Member shall refrain from engaging in any action which will have any adverse effect on Zyppah and/or Sleep Certified™. Sleep apnea patients introduced to Member as a result of Member’s listing on the Sleep Certified™ website(s) and marketing materials shall not be treated by any other healthcare professionals in Member’s office under any circumstance unless and until those healthcare professionals have become Zyppah Sleep Certified™ Members.
6.4 Insurance. Member shall maintain professional liability insurance with limits of not less than Five Hundred Thousand Dollars ($500,000) per incident and One Million Dollars ($1,000,000) in the aggregate at all times during the term of this Agreement, unless otherwise required by applicable law. Member shall submit written proof and evidence of this professional liability insurance coverage to Zyppah upon request and inform Zyppah within three (3) days of any change to or cancelation of such professional liability insurance coverage.
6.5 Photos and Testimonials. Throughout the term of this Agreement, and for the sole purpose of marketing the Program to other potential Members and the marketing of Zyppah appliances, Member grants Zyppah a royalty-free, non-exclusive, non-assignable right and license to use, reuse, publish and republish information regarding Member’s sleep apnea practice, including photographs of Member, staff members or other Sleep Certified™ Members in Member’s office without restriction, and in any medium, as well as in any marketing, public relations and advertising materials. Additionally, testimonials given by Member’s sleep apnea patients, if available, may be used in the same manner. Member waives any right to inspect or approve the photographs and testimonials.
6.6 Additional Terms and Conditions. Additional terms and conditions are attached to this Agreement (“Additional Terms and Conditions”). The Parties agree that the Additional Terms and Conditions are hereby incorporated into and deemed a part of this Agreement.
6.7 Conversion of Consumer Customers. As a means to convert Zyppah consumer customers to become a patient of Member, Member agrees to the following if a Zyppah consumer appliance does not work for a patient: To incentivize the potential patient to come to Member for a “no-cost to the patient” consultation so that Member may treat the patient for their snoring or sleep apnea issue, Member agrees to credit the patient double the cost they actually paid for the Zyppah consumer appliance provided (a) the patient must show valid receipt within 12 months of their purchase of the Zyppah consumer mouthpiece, and (b) the patient goes forward with treatment with the member and the cost of Patient’s treatment must be a minimum of $2000. (If the Consumer only comes in for the Consultation and does not go forward with treatment, the Member is not responsible for refunding any amount. “The double the cost refund” only applies when the Consumer goes forward with treatment with the member.)
7. OWNERSHIP AND USE OF TRADEMARKS.
7.1 Ownership of Marks. Member acknowledges that the Zyppah Marks are registered and common law trademarks licensed to it under an assignment of trademark rights. Zyppah has entered into one or more licensing agreements for the right to use the Zyppah Marks and related intellectual property, including the right to permit Member to use the Zyppah Marks as provided for in this Agreement. The Zyppah Marks are property of Zyppah and/or the trademark owners. During the term of this Agreement, Member shall use the Zyppah Marks only in accordance with the standards of quality and conduct established by Zyppah. Zyppah shall have the right, at reasonable times as Zyppah considers necessary for purposes of appropriate quality control and to insure compliance with this Agreement, to inspect and monitor Member’s use of the Zyppah Marks. Member covenants that during the term of this Agreement and thereafter, Member shall not do or permit (i) any act or thing in derogation of the rights of Zyppah in the Zyppah Marks; (ii) any use of the Zyppah Marks in any manner not specifically authorized by this Agreement; (iii) any act or thing calculated or likely to harm the Zyppah Marks or bring them into disrepute; or (iv) attack the validity of the Zyppah Marks or Zyppah's rights with respect to the Zyppah Marks.
7.2 Use. Member acknowledges that Member’s right to use the Zyppah Marks is derived solely from this Agreement and is limited to the use permitted by, and in compliance with, this Agreement. Any unauthorized use of the Zyppah Marks by Member shall constitute a breach of this Agreement and an infringement of Zyppah’s and third parties’ rights in and to the Zyppah Marks. Member’s use of the Zyppah Marks and any goodwill established by that use shall inure to the exclusive benefit of Zyppah. Member shall not contest, or assist any other person to contest, the validity of Zyppah or any third parties’ rights and interest in the Zyppah Marks, either during the term of this Agreement or thereafter. Member shall not use the Zyppah Marks (i) with any prefix, suffix, or other modifying words, terms, designs, or symbols; (ii) as part of any domain name or electronic address maintained on the Internet, the World Wide Web, or any other similar proprietary or common carrier electronic delivery system; or (iii) in any other manner not expressly authorized in writing by Zyppah.
7.3 Defense of Proceedings. Zyppah and affected trademark owners and licensors shall have the sole right to handle disputes concerning the Zyppah Marks. Zyppah and affected trademark owners and licensors shall have sole discretion to take all action as they deem appropriate, including, without limitation, to take no action, and the sole right to control any legal proceeding or negotiation arising out of any infringement, challenge or claim or otherwise relating to the Zyppah Marks. Member shall cooperate fully with Zyppah and affected trademark owners and licensors and execute all documents and perform all actions as may, in Zyppah and affected trademark owners and licensors’ judgment, be necessary, appropriate or advisable in the defense of all claims, suits or demands and to protect and maintain Zyppah and affected trademark owners and licensors’ rights in the Zyppah Marks.
8. TRANSFER. Zyppah shall have the right to transfer or assign all or any part of its rights or obligations under this Agreement to any person or entity without notice to, or the consent or approval of, Member. Member acknowledges and agrees that the rights granted to Member under this Agreement are personal and are granted in reliance upon, among other considerations, the individual character, skill, aptitude, attitude, experience, business ability and financial condition and capacity of Member. Accordingly, Member shall not assign, transfer, license, sublicense, sublease, subcontract or enter into any other type of agreement with any party that purports to allow that party to use the Zyppah Marks or the Zyppah marketing materials without Zyppah’s prior written consent, which may be granted or withheld by Zyppah in its sole and absolute discretion.
9. TERMINATION. All rights granted to Member under this Agreement shall automatically terminate immediately upon notice to Member if (i) Member becomes or makes a general assignment for the benefit of creditors or is adjudicated as bankrupt; (ii) a petition in bankruptcy is filed under the United States Bankruptcy Act by Member or if a petition is filed against, and not opposed by, Member; (iii) Zyppah receives complaints from sleep apnea patients regarding Member’s treatment practices which are, in Zyppah’s sole judgment, excessive, either in nature or number, or are likely to harm Zyppah and the Zyppah Marks, brand and/or reputation or bring them into disrepute; (iv) Member’s license is suspended or revoked by any commission or board having jurisdiction of Member’s professional practice and/or Member’s license; or (v) Member commits a material breach of Member’s obligations under this Agreement. Upon the termination or expiration of this Agreement Zyppah shall, without any prior notice to Member, remove Member’s listing as a Sleep Certified™ Member from the Zyppah Sleep Certified™ website(s) and its marketing materials, Member shall immediately cease all use of the Zyppah Marks and marketing materials and, at Member’s cost, immediately return all marketing materials to Zyppah and any and all obligations of Zyppah to Member under this Agreement shall immediately cease and terminate. If Member’s membership is terminated for any reason, there will be no refund of any fees regardless of how much time is remaining on Member’s membership or other items purchased by Member.
10. RELATIONSHIP OF PARTIES AND INDEMNIFICATION. Member shall be an independent contractor and nothing in this Agreement is intended to constitute or appoint either Party as an agent, legal representative, subsidiary, joint venture, partner or employee of the other Party for any purpose whatsoever. Member shall indemnify, defend and hold harmless to the fullest extent permitted by applicable law, Zyppah and its officers, directors, shareholders, employees, agents, insurers, affiliates, licensors, and attorneys (collectively, the “Indemnified Parties”) against any and all claims, obligations and liabilities which arise directly or indirectly from, as a result of, or in connection with any negligent or intentional acts or omissions of Member in the performance of, or failure to perform, under this Agreement. The Indemnified Parties shall not be responsible or liable for any circumstances beyond its reasonable control, including, without limitation, the unavailability of the Internet.
11. ACKNOWLEDGMENTS. Covenants in this Agreement which by their nature or express terms, require performance by a Party after the expiration or termination of this Agreement shall be enforceable notwithstanding the expiration or termination of this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties and their respective, heirs, executors, administrators, successors and assigns, subject to the prohibitions and restrictions against assignment contained in Section 8. This Agreement, and the Additional Terms and Conditions attached to this Agreement, contain all of the terms and conditions agreed upon by the Parties concerning the subject matter of this Agreement. No other agreements concerning the subject matter of this Agreement, written or oral, shall be deemed to exist or to bind either of the Parties and all prior agreements, understandings and representations are merged into this Agreement and superseded by this Agreement. This Agreement cannot be modified or changed except by written instrument signed by both of the Parties. Neither this Agreement nor any uncertainty or ambiguity in this Agreement shall be construed or resolved against the drafter of this Agreement, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by the Parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of both Parties. Nothing contained in this Agreement shall be construed as requiring the commission of any act contrary to applicable law. If any provision of this Agreement is held to be indefinite, invalid or otherwise unenforceable, the indefinite, invalid or unenforceable provision shall be deemed deleted, and the remaining provisions of this Agreement shall continue in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. By clicking on the button below marked “I Accept” or using the Website described in the Additional Terms and Conditions attached to this Agreement, you acknowledge that you have reviewed and agree to be bound by all of the terms, provisions, disclosures and disclaimers in this Agreement.
12. NOTICES. All notices to be given under this Agreement shall be in writing and shall be served in person, or by United States mail by certified mail, return receipt requested, fax, or by email. Service shall be deemed conclusively made (i) at the time of service, if personally served, (ii) three (3) business days after placement in the United States mail by certified mail, return receipt requested, with postage prepaid, addressed to the Parties at the addresses set forth in this Agreement, and (iii) two (2) business days after delivery via fax or by email.
13. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Nevada. Any disputes arising out of this Agreement shall be resolved through the American Arbitration Association in Las Vegas, Nevada, under its then-existing rules governing arbitration of commercial disputes. Any award made by an arbitrator shall be binding upon the Parties and may be entered into a judgment in a court of competent jurisdiction. The prevailing Party in any arbitration proceeding shall be entitled to recover from the other Party its reasonable attorneys’ fees and costs in addition to any other relief that may be awarded.
14. LIMITATION OF LIABILITY. To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, the total liability, in the aggregate, of any of the Indemnified Parties, and any of them, to Member and anyone claiming by or through Member, for any and all claims, losses, costs or damages, including attorneys’ fees and costs and expert-witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to this Agreement from any cause or causes shall not exceed the total fees received by Zyppah during the term of Agreement. It is intended that this limitation apply to any and all liability or causes of action however alleged or arising, unless otherwise prohibited by law.
By clicking on the button below marked “I Accept” or using the Website described in the Additional Terms and Conditions attached to this Agreement, you acknowledge that you have reviewed and agree to be bound by all of the terms, provisions, disclosures and disclaimers in this Agreement.
Additional Terms and Conditions
AGREEMENT BETWEEN USER AND ZYPPAH, Inc.
RESTRICTED TO ADULTS AND DENTAL AND MEDICAL PROFESSIONALS
You must be at least 18 years of age to use the Website. You agree to be solely responsible for (i) maintaining such controls over the use and/or access to the Website by minors in your family or (ii) having access to your computer or login limited to the extent necessary to restrict use to adults. Use of portions of the Website that require an account and you to log in are intended for and restricted to dental and medical professionals.
The Website does not clinically evaluate or perform credentialing of the Professional participants. The Professional participants are not practicing medicine or providing medical advice about individual-specific treatment matters with patients. Our Forums are restricted to dental or medical healthcare professionals only and consumers are restricted from creating an account on our Website.
When we receive an e-mail, we make reasonable efforts to respond in as timely a manner as possible but ZYPPAH does not guarantee that it will respond to all inquiries. We reserve the right to ignore or delete any information including, without limitation, information that is fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person. You should be aware of the general risks of transmitting information over the Internet. While we attempt to prevent unauthorized persons from accessing our files or tampering with our Website, we cannot guarantee that these efforts will always be successful or that information will be transmitted without interruption or error and ZYPPAH specifically disclaims any liability with respect thereto.
The Website is one way for you to gather general dental/medical information and to make contact with certain clinics or hospitals or other contracting sponsors in your area who have arranged to post advertisements on, and make other information available through, our Website (individually a “Sponsor,” collectively “Sponsors”). Our relationships with a Sponsor in a particular area are based on factors we establish, which may include offering exclusivity in a particular region. Sponsor information may be displayed based on the zip code where you reside. All information regarding a specific Sponsor has been provided by that Sponsor.
We contract with Sponsors for a fee and such fee is not based on the volume or value of any services Sponsors may or may not provide to our users. We do not endorse, credential or accredit the services our Sponsors advertise and make no representations or warranties about the type of services, quality of care, source of payment or billing practices of our Sponsors. We do not verify or update the licenses, accreditations, certifications or other permits and approvals of any Sponsor. You are responsible for all activities between you and a Sponsor.
If you indicate that you wish information about or from a Sponsor, or to be contacted by a Sponsor, this information is passed along to the Sponsor. We also provide to our Sponsors general information about the users who contact our Website.
CONTACTS WITH OTHERS WEBSITES
Our Website may include or provide links to other websites on the Internet, which may include information, opinions or recommendations of various individuals, organizations or companies. In providing such links, we do not represent to you that we have investigated the content of such information, opinions or recommendations, and thus you understand and agree that we do not warrant or guarantee the accuracy of such information or necessarily endorse, credential or accredit any such opinions, recommendations, websites, individuals, organizations or companies. You acknowledge and agree that ZYPPAH has no control over such sites and is not responsible for the availability of such external sites. You also acknowledge and agree that we do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites. You should contact the site administrator or Webmaster for other websites if you have any concerns regarding such links or the content located on such other websites.
ZYPPAH strives to be a valuable resource of timely information for our users. We cannot ensure that information we provide is accurate, exhaustive or complete on every subject or that it will necessarily include all of the most recent information available on a particular topic.
RESEARCH ORGANIZATIONS AND STUDIES
We contract with research organizations, and other companies that recruit research candidates, that are interested in identifying individuals who may be interested in participating in research studies of various kinds. ZYPPAH is compensated under such arrangements. There are places on our Website that provide you with information about these research opportunities. Your decision to participate in a research study is completely voluntary. Any information you may provide to ZYPPAH in connection with requesting additional information on clinical trials may be disclosed to research organizations or similar entities, and therefore shall not be deemed confidential. You will not be compensated for providing such information to us, and you do not have any ownership in any research organization studies or anything derived from such studies. ZYPPAH does not evaluate, approve, review or endorse any research organization studies. We do not control or determine how information provided to a research organization is used by that organization or whether the research organization provides such information to others with which it has agreements.
COPYRIGHT AND TRADEMARK
All text and images are Copyright© ZYPPAH. The names on our Website and associated logos are proprietary trademarks and service marks of ZYPPAH and the intellectual property owners.
The Website contains information, software, text, photographs, graphics and other material that are protected by copyright, trademark or other proprietary rights of ZYPPAH and the intellectual property owners. All content on the Website is copyrighted as a collective work pursuant to applicable copyright law. You are granted a limited nonexclusive license to use the information for your personal and noncommercial use. Otherwise, you may not copy, store in an electronic form, modify, print, transmit, sell or transfer, create derivative works from, distribute, perform, frame in another web page, display, or in any way exploit any of the content, in whole or in part. Permission to reprint or electronically reproduce any materials is expressly prohibited without prior written consent from ZYPPAH. You may hyperlink to the Website provided that the link is to the “home” page of the Website.
The Website includes an interactive portion that allows users to submit information and materials. Users shall not provide copyrighted or other proprietary information without permission from the owner of such material or rights and shall be solely responsible for any damages resulting from such disclosures. Users shall be solely responsible for obtaining such permission and agree to indemnify ZYPPAH and its subsidiaries for any claim that information or materials submitted by you infringe any third-party intellectual property right. You grant ZYPPAH a nonexclusive license to use, copy, edit, modify, transmit, distribute and to create a derivative work of any information or material submitted by you through the Website, including but not limited to distribution in ZYPPAH’s electronic and print newsletters and magazines.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us along with the copyright agent the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Website;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
ZYPPAH’s Copyright Agent for notice of claims of copyright infringement can be reached by email: email@example.com.
We may adopt and revise policies from time to time governing the conduct of our users, including, without limitation, when they exchange messages or information, participate in chat sites or Forums, which policies are incorporated by reference into this Agreement as noted above. We have the right, but not the obligation, to review, modify, block or delete any postings or messages we consider to be potentially defamatory, obscene, harassing, abusive, threatening or otherwise intended to or having the effect of interfering with or disrupting the exchange of information or operation of the Website. You agree not to use the Website or information from other users to send unsolicited commercial messages, or to initiate unsolicited commercial transactions, either individually or in a mass mailing or message distribution. If you post information, or other materials on the Website, you agree and represent and warrant that you have all rights under applicable law, including without limitation, copyright, trademark, trade secret, or other intellectual property laws, that permit you to provide this information on the Website and that we and all users have the right to download and use that information, software or other materials. You warrant to ZYPPAH that you will not use them for any purpose that is unlawful or prohibited by this Agreement of use in any manner.
USE OF FORUMS
The Website includes many forum message boards (individually a “Forum, collectively “Forums”). To access the message boards, and certain areas of each Forum, you will be required to create an account on our Website. You will need to select a user name and password; the username that you select is the name that appears when you post on the message board. It can be any name that you select, as long as someone else has not selected that name before you. Your password, like your username, is only for logging into the Forums. It can be anything you want it to be.
Considering the real-time nature of the message board(s), ZYPPAH cannot review messages or confirm the validity of information posted. We do not actively monitor the contents of posted messages, are not responsible for any messages posted, do not vouch for or warrant the accuracy, completeness or usefulness of any message, and are not responsible for the contents of any message. The messages express the views of the author of the message, not necessarily the views of the Administrators or any entity or individual associated with ZYPPAH. Any user who feels that a posted message is objectionable is encouraged to contact the Administrators immediately by email. The Website Administrators may in its discretion remove such material, but neither the removal nor the failure to do so shall result in liability to anyone. Because removal is a manual process, removal or editing particular messages may not occur immediately.
You shall not upload, post or email any content or information that (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, such as content that infringes any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, (d) offends the Forum standards of users of the Website (e) interferes with or disrupts the Website, (f) harass another user, or (g) otherwise violates any applicable law. Although the Administrators do not and cannot review the messages posted and are not responsible for the content of any of these messages, they reserve the right to delete any message for any reason whatsoever. You remain solely responsible for the content of your messages, and you agree to indemnify and hold the Website harmless with respect to any claim based upon transmission of your messages. ZYPPAH reserves the right to reveal your identity (or whatever information we know about you) in the event of a formal subpoena arising from any message posted by you. We reserve the right to use any messages or information posted by you for any purpose, including but not limited to reproduction in its electronic or printed publications and you grant ZYPPAH, a nonexclusive license to use, copy, edit, modify, transmit, distribute and to create a derivative work of any such message or information in its electronic and printed publications.
LIMITATION OF WARRANTY
INFORMATION SUPPLIED BY OUR WEBSITE IS PROVIDED “AS IS, AS AVAILABLE” AND NEITHER ZYPPAH NOR ANY OF THE PROFESSIONAL PARTICIPANTS, INCLUDING WITHOUT LIMITATION OUR DOCTORS AND SPONSORS, MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE CONTENTS OF THE WEBSITE OR INFORMATION FURNISHED BY THEM OR OUR AGENTS, EMPLOYEES OR REPRESENTATIVES AND SPECIFICALLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, COMPLETENESS, TIMELINESS, CORRECTNESS, NON-INFRINGEMENT, OR FITNESS FOR ANY PARTICULAR USE, APPLICATION OR PURPOSE. YOU HEREBY ALSO AGREE THAT ZYPPAH, AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, DEMANDS OR CAUSES OF ACTION, DIRECT OR INDIRECT DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES, AS A RESULT OF YOUR USE OF THE WEBSITE OR ANY INFORMATION YOU OBTAIN ON IT OR ANY OTHER INTERACTION WITH ZYPPAH OR ITS SUBSIDIARIES. IN DOING SO, YOU AGREE THAT YOU ARE WAIVING VOLUNTARILY AND UNEQUIVOCALLY ANY LIABILITY OF ZYPPAH OR ITS SUBSIDIARIES. BECAUSE SOME JURISDICTIONS MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR ON LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THESE PROVISIONS MAY NOT APPLY TO YOU.
ZYPPAH CANNOT AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY CONCERNING ERRORS, OMISSIONS, DELAYS OR OTHER DEFECTS IN THE INFORMATION SUPPLIED TO OTHERS, OR THAT ITS FILES ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT INCLUDE OR MANIFEST CONTAMINATING OR DESTRUCTIVE CHARACTERISTICS. THE FOREGOING IS IN ADDITION TO ANY OTHER LIMITATIONS AND DISCLAIMERS SET FORTH ELSEWHERE IN THIS AGREEMENT.
IN ADDITION TO ANY OTHER INDEMNIFICATIONS BY YOU SET FORTH ELSEWHERE IN THIS AGREEMENT, YOU AGREE TO INDEMNIFY AND HOLD HARMLESS ZYPPAH, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY CLAIM, DEMAND, OR CAUSE OF ACTION, INCLUDING ATTORNEYS FEES, ARISING OUT OF CLAIMS BASED ON ANY ASPECT OF YOUR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION, (I) CLAIMS BASED ON DEFAMATION OR OTHER CONDUCT BY YOU IN USING THE WEBSITE, OR (II) YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY LAWS INCLUDING WITHOUT LIMITATION THOSE RELATING TO COPYRIGHT, TRADEMARKS OR TRADE SECRETS.
If any clause or provision set forth herein is determined to be illegal, invalid or unenforceable under present or future law, then, in that event, you understand and agree that the clause or provision so determined to be illegal, invalid or unenforceable shall be severable without affecting the enforceability of all remaining clauses or provisions. The application of these provisions, disclosures, terms, conditions and disclaimers and all other matters arising from your use of this Website or of any information you obtain from our Website shall be governed by the laws of the United States of America and the State of Nevada. Any claims, disputes or other controversies relating to or arising from these provisions, disclosures and disclaimers or from your use of this Website or any information you receive from ZYPPAH shall be brought exclusively in the United States District Court, Nevada District, or the Circuit Court for Clark County, Nevada, and you hereby expressly consent to the exercise of jurisdiction over you by such courts. To the fullest extent permitted by applicable law, each party to this Agreement waives its right to a jury trial with respect to any action brought under or in connection with this Agreement. Any notice to ZYPPAH shall be given in writing and sent by certified and registered mail to ZYPPAH, Inc. 5000 Parkway Calabasas, Suite 219, Calabasas, CA 91302 Attn: Dr. Jonathan Greenburg
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising from or out of use of the Website must be filed within one (1) year after such claim or cause of action arose.
You acknowledge that the provisions, disclosures and disclaimers set forth in this Agreement are fair and reasonable and your agreement to follow and be bound by them is not the result of fraud, duress or undue influence exercised upon you by any person or entity. A printed version of this Agreement will be admissible in any proceeding relating to this Agreement to the same extent as other business documents and records generated and maintained in printed, hard copy form. Notwithstanding any provisions of this Agreement, ZYPPAH has available all remedies at law or equity to enforce this Agreement. There are no representations, promises, warranties or undertakings by ZYPPAH contrary to those set forth above.
To comply with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), you agree that you will not submit any information or materials containing Protected Health Information (“PHI”). PHI is information or materials relating to an individual's medical condition or care and from which an individual can be identified. You further agree to indemnify, defend and hold harmless ZYPPAH and its affiliates and their respective officers, directors, agents and employees from, for and against any claim, demand or cause of action, including payments of reasonable attorneys' fees and costs arising out of or related to any violation of HIPAA or failure to comply with the terms of this section. If ZYPPAH determines that you have distributed PHI on the Website without de-identifying it as required by HIPAA, it will so notify you and may suspend or terminate your right to access the Website.
ZYPPAH Sleep Certified Administrators and Moderators
Communicating on message boards is different from face-to-face communication. Only the words are seen, not your facial expressions or tone of voice. Please pay careful attention to how you use your words.
Remember that the words you enter in a burst of passion or indignant anger will be there for you and everyone else to see, sometimes long after those intense feelings have passed. That's not meant to discourage spontaneity, but just a friendly reminder of the long-term existence and effects of what you post.
You may, from time to time, find yourself in disagreement with someone else's opinion. At times like these, please keep in mind it's safer and more polite to take issue with the comments rather than the person.
By becoming a member of a ZYPPAH Sleep Certified™ community, you agree that you will not post any of the following material in any of our message board Forums or send to another Forum member (by personal delivery, mail, email or otherwise): Any communication that is intended to harass, belittle, humiliate, threaten in a physical, emotional, legal or economic nature or cause embarrassment to a fellow member, including but not limited to:
• Material that contains vulgar, obscene or indecent language or images.
• Material that defames, abuses or threatens others, including but not limited to threats of instituting litigation against another member.
• Statements that are bigoted, hateful or racially offensive.
• Material that advocates illegal activity or discusses illegal activities with the intent to commit them.
• Unauthorized copyrighted material.
• Personal information of anyone (address, phone number, etc.) without their express permission.
• Personal information of another user (name, address, phone number, picture, etc.) who may wish to remain anonymous.
• Material that impedes or otherwise prohibits communication; disrupts the discussion including, without limitation, using names that are offensive to the topic or the member, and repeatedly posting off-topic messages in a topical message board.
Statements or postings that violate the above terms will be deleted from postings upon discovery. While we may attempt to notify you if we move or delete a post, we are under no obligation to do so. Depending on the nature of the violation, ZYPPAH, at its sole discretion, may suspend or terminate a customer's account without notice.
The “Golden Rule” for the message board is to respect others. This message board includes members of all ages and backgrounds. Focus on the subject matter not the person. This is a place to share information, ideas and thoughts. If you have problems with a member, a questionable post or picture, please report the problem either by sending a private message to the moderator, administrator, or the message board manager, or by using the "Report Abuse" link found at the bottom of every post. We will try to handle these matters in a timely manner. Failure to follow this procedure may result in termination of your account as determined by ZYPPAH, in its sole discretion.
Any posts, including pictures, avatars, and signatures that violate the rules can either be edited or deleted at the moderator’s discretion with or without a warning.
Threads that are started and then turned into bashing, name calling and racial slurs will have the whole thread deleted.
Members are allowed to copy a patient record or photo posted by another member if copied within the same thread and used as a tool when contributing to the discussion. However, copying other members’ patient records or photos from one thread into another thread is not allowed FOR ANY REASON without the permission of the member who originally posted them. Copying other members' patient records or photos for the sole purpose of demeaning (flaming) that person, or with malicious intent to degrade that member, or degrading the work depicted in said photo or patient records is strictly prohibited. If we receive notification of a member violating this rule, the post containing the copied photos or patient records will be deleted immediately, and this action could result in permanent banning.
You are granted a limited nonexclusive license to use the information for your personal and noncommercial use. Otherwise, you may not copy, store in an electronic form, modify, print, transmit, sell or transfer, create derivative works from, distribute, perform, frame in another web page, display, or in any way exploit any of the content, in whole or in part. Permission to reprint or electronically reproduce any materials is expressly prohibited without prior written consent from ZYPPAH.
The message boards on SleepCertified.com provide a forum for dental and medical professionals to share and exchange information. As we grow larger and as our membership numbers increase, we have found a small percentage of our new members misuse the message boards by promoting their dental products and/or services. This is detrimental to both Sleep Certified™ and to those who frequent Sleep Certified™ for a variety of reasons. First, many legitimate threads are “hijacked" into sales pitches and the original interesting discussion is often lost. Second, if a thread is started by one looking to sell their product or service, then the message boards quickly become cluttered with these types of “spam” threads and one must sift through them to find threads where exchange of helpful information is taking place. Last, Sleep Certified’s desire is to keep membership free for all dental and medical professionals. To be able to do this and continue enhancing the Website, revenue is generated by advertising. However, the companies who are supporting the Website by purchasing advertising find it unfair that certain members are taking advantage of the message boards by posting their “free advertising.”
For these reasons the Moderators and Administrators have been instructed to remove these types of posts and threads. They are instructed to notify the offender with a message similar to this…
"I have deleted the thread or post that you started regarding as this is considered "spamming." Thank you for your cooperation."
Threads started for the purpose of selling, introducing, or talking about one's own product, company, or service will be removed. Posts interjected into existing threads for the same purpose will be removed. This being said, we do not want to stifle the flow of useful information on Sleep Certified™ so if members pose a question about a product, company, or service, then of course answers may be posted (within reason). At times, there may be a fine line in the interpretation of what is helpful information and what is an attempt at “free advertising” but the decision of the Moderators and Administrators is final and no second guessing of their decisions on the message boards will be permitted. If you disagree contact the administration through email or private message.
Within the body of a post, do not use links for the purpose of either self-promotion or promotion of others, whether it be for product, service, website, or blog, nor links to other dental or medical forums.
Posts made on the message board by members selling products or services that do not directly contribute to the discussion or topic and is perceived to be made to imply some type of covert, special knowledge, or imply possession of “exclusive service or product,” or for the purpose of splashing your signature line on a thread as an advertisement, may be edited or deleted at the discretion of Moderators.
The Sleep Certified™ personal message system is not to be used to contact other members to solicit business for one’s service or product. If a member asks on the message board about a product or service you may contact them via private message, however it is a violation of the message board guidelines to send unsolicited personal messages to any of our members in order to promote your company or a product or service.
Board Etiquette Guidelines:
1. No personal attacks, threats or name calling on the board and in sending private messages and emails.
2. Members should have a single account. If individuals have multiple accounts, it may lead to permanent banning from the board. Only one person may use a registration. Giving a login and password to someone else to use is strictly forbidden. Giving it so someone that is not a member of Sleep Certified™ will lead to permanent banning.
3. Do not use inappropriate user names i.e. racial slurs, profanity, vulgarity, etc.
4. No posting of sexually explicit images or offensive material in avatars, user title or in signatures, including URL’s that link to inappropriate sites.
5. Please post in the appropriate forum. Moderators will possibly move your thread or post to the proper forum.
6. Try not to post multiple threads on the same topic.
7. Stay on topic. Don’t hijack a thread by changing the topic of the thread. If this does happen the post can be deleted.
8. When you copy and paste news articles or things from other web sites please post the URL, this brings credibility to your post.
9. Don’t feed the trolls. Trolls post messages that are inflammatory and only serve to incite fellow members and cause trouble on the board. When trolls are identified, their posts can be edited and deleted by the Moderators which could lead to banning. Furthermore, due to attacks on new posters by others that are calling them Trolls, we have no choice but to deactivate for a week or two anyone who calls another a troll or even questions if they are a troll on the message board. What you should do instead is to email: firstname.lastname@example.org or PM any administrator and we will investigate it privately. Calling someone a troll or even speculating about it openly will not be tolerated. It is rude and can cause new posters who are legitimate, pause for concern about posting.
10. No baiting posts. Posts made for the sole purpose of eliciting anger in another member or group of members on a thread is against the rules and will be edited or deleted.
11. No shouting. Posting in all capital letters is considered shouting.
12. Please don't argue with the Administrators and Moderators. Calling them out on the open boards will result in deletion. Please do not question their actions or motives in a message board thread. If you disagree with an action taken contact the administration by PM or Email.
13. Sending abusive PM's and/or emails to the Administrators or Moderators can lead to banning.
We want to thank all of our members for their continued support and contributions to Sleep Certified™. Many of you have spent countless hours contributing and giving helpful information to our members on a daily basis and it is very much appreciated. These rules and guidelines have been established in the best interest of all members of the board. Thank you to the members who have no problems following the rules and guidelines and do self-moderation. That has made this board a place for all to enjoy and not just a few!