1. Link License. MEDNAX hereby grants to Licensee, a non exclusive, revocable, non transferable right, subject to the terms and conditions of this Agreement, to provide a hypertext link to the MEDNAX website solely on Licensee’s Website specified in the Link Application submitted below, for access to the MEDNAX website by authorized users. Except as specifically authorized herein, the MEDNAX website may not be accessed (whether by linking or otherwise), used, displayed (whether by framing or otherwise) or otherwise exploited on any other website, including mirror sites, or via any software system other than Licensee’s Website. Except as set forth herein, no other use, copying, dissemination, publication, display or distribution in any form of the MEDNAX website or any element thereof, including but not limited to content displayed on the MEDNAX website, in whole or in part, by Licensee is permitted without the prior written consent of MEDNAX. No sublicensing by Licensee of any of the rights granted hereunder shall be permitted without the prior written consent of MEDNAX, which consent may be granted or withheld by MEDNAX as it determines in its sole and absolute discretion.
  2. Form of Link; User Registration Requirements. The link licensed hereunder shall be included only on Licensee’s user display screen on Licensee’s Website. The link licensed hereunder shall, upon each use, cause the MEDNAX website home page to be displayed to users in maximized form with the applicable MEDNAX uniform resource locator address appearing in the address bar of said screen, so as to clearly indicate to users that said screen is part of the MEDNAX website and is not within Licensee’s Website. Licensee shall ensure that its users understand that they need to register themselves as authorized users of the MEDNAX website, and that such registration will not be completed or obtained by Licensee automatically by virtue of being an authorized user of Licensee’s Website.
  3. Limitations and Restrictions. Licensee will: (a) operate Licensee’s Website in accordance with all applicable laws; (b) display the MEDNAX website screens in the exact form in which they are received by Licensee via the link licensed hereunder, and shall not modify or edit any part of the same without MEDNAX’s prior written consent; (c) ensure that neither the MEDNAX website nor any element thereof is changed or distorted through its use under this Agreement; and (d) comply with any other reasonable limitations or restrictions imposed by MEDNAX on the use, display or distribution of MEDNAX website or any element thereof. Licensee shall not view or store any MEDNAX website user login information or passwords and shall not view, store, parse, modify, aggregate, distribute, redisplay or otherwise use any of the content or information provided by MEDNAX. Licensee shall not have or assume any responsibility or control with respect to the content provided by the link licensed hereunder. Licensee shall not collect any statistics regarding use of the link licensed hereunder. Licensee agrees that all data or other content provided from the MEDNAX website shall be delivered directly from MEDNAX to Licensee’s authorized users without intervention by Licensee. For all MEDNAX usage not covered by this Agreement, MEDNAX’s standard restrictions and limitations, as set forth in the MEDNAX website Terms of Use as then in effect, shall govern.
  4. Withdrawal of the MEDNAX Website. MEDNAX may cancel the provision hereunder of all or part of the MEDNAX website if it: (a) becomes the subject of a claim that the MEDNAX website infringes the ownership rights of any third party or that MEDNAX otherwise does not have the right to permit others to use such MEDNAX website; (b) depends on an agreement between MEDNAX and a third party, and that agreement is modified or terminated for any reason or breached by the third party and as a result MEDNAX is unable to continue to provide all or part of the MEDNAX website upon terms reasonably acceptable to MEDNAX; or (c) becomes illegal or contrary to any applicable law. If this section applies, MEDNAX’s only obligation to Licensee will be to make its best efforts to provide Licensee with notice of any of the foregoing provisions.
  5. Compliance. Licensee will ensure that Licensee’s Website is designed and operates in a manner that allows Licensee and users of Licensee’s Website to comply with the provisions of this Agreement as well as all applicable laws.
  6. Copyright Notices and Branding. Licensee will not remove, conceal or obliterate any copyright or other proprietary notice or any credit line or date line included in the MEDNAX website or any element thereof, including but not limited to all MEDNAX website screens displayed via the link licensed hereunder. Except as provided above, neither party may use the other party’s marks without the other party’s prior written approval. Licensee may not make any statement (whether oral or in writing) in any external advertising, marketing or promotion materials regarding MEDNAX or the MEDNAX website without the prior written consent of MEDNAX. To the extent technologically feasible, Licensee shall not permit any third party’s website or online service to frame Licensee’s Website such that the link licensed hereunder or any MEDNAX website content appears on the same screen as such third party’s website or online service. To the extent that it is not technologically feasible to prevent such framing, upon MEDNAX request, Licensee shall cooperate with MEDNAX in causing such third party to cease and desist from such framing.
  7. Reservation of Rights. Licensee acknowledges that, as between MEDNAX and Licensee, MEDNAX exclusively owns all intellectual property rights in and to the MEDNAX website. All rights with respect to the MEDNAX website, whether now existing or which may hereafter come into existence, which are not expressly granted to Licensee herein, are reserved to MEDNAX. Licensee will promptly notify MEDNAX of any unauthorized access, use, reproduction, display, dissemination or other exploitation of the MEDNAX website, or any element thereof, or any infringement or threatened infringement of MEDNAX’ marks or any other MEDNAX intellectual property of which it becomes aware, and will provide reasonable assistance to MEDNAX in connection therewith.
  8. Limitation of Liability. Although MEDNAX makes reasonable efforts to ensure the accuracy and reliability of the content and operation of the MEDNAX website, Licensee acknowledges that MEDNAX and its officers, directors, employees, and information providers will not be held liable for any claims, losses, expenses, damages or any other liability suffered or incurred by Licensee, users of Licensee’s website or any other third party arising out of: (a) any faults, interruptions or delays in the MEDNAX website; (b) any use of or reliance on the MEDNAX website by any third party; or (c) any inaccuracies, errors or omissions in the MEDNAX website or content, however such faults, interruptions, delays, inaccuracies, errors or omissions arise.Neither party will be liable for any failure to perform any obligation (other than payment obligations) hereunder, or from any delay in the performance thereof, due to causes beyond its control, including industrial disputes of whatever nature, acts of God, public enemies or terrorists, acts of government, failure of telecommunications, fires or other casualty.
    EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, MEDNAX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR WRITTEN, AND ANY SUCH IMPLIED WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, WITH RESPECT TO THE MEDNAX WEBSITE AND/OR USE OF SAME. LICENSEE HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY BY MEDNAX EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT. Under no circumstances will MEDNAX or its officers, directors, employees and third party providers be liable for any indirect, incidental, special or consequential damages with respect to its party’s performance or nonperformance under this Agreement or any claims relating to this Agreement or access or use of the MEDNAX website, including but not limited to lost profits, regardless of whether such damages could have been foreseen or prevented by MEDNAX. Notwithstanding any provision contained herein to the contrary, in no event will the aggregate liability of MEDNAX or its officers, directors and employees to Licensee or to any third party for damages, direct or otherwise, arising out of or in connection with this Agreement exceed the total amount of fees, if any, actually paid to MEDNAX by users of Licensee’s Website involved in the claim giving rise to such liability, who become registered users of the MEDNAX website during the six (6) months immediately prior to the date on which the alleged damages were claimed to have been incurred, regardless of the cause or form of action.
  9. Representations and Warranties. Each of Licensee and MEDNAX hereby represents and warrants to the other, as of the date hereof, that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all powers and all material governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted; (b) the execution, delivery and performance by it of this Agreement are within its powers and have been duly authorized by all necessary action on its part; (c) this Agreement constitutes a valid and binding agreement of it enforceable against it in accordance with its terms, except as (i) the enforceability hereof and thereof may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability; (d) the execution, delivery and performance of this Agreement by it require no action by or in respect of, or filing with, any governmental body, agency or official; (e) the execution, delivery and performance of this Agreement by it do not and will not (i) violate its organizational documents, (ii) violate any applicable law, judgment, injunction, order or decree, or (iii) require any notice or consent or other action by any third party under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of it or to a loss of any benefit to which it is entitled under, any agreement or other instrument binding upon it or any license, franchise, permit or other similar authorization held by it.
  10. Indemnification. Licensee will indemnify and hold MEDNAX and its officers, directors and employees harmless from and against any and all damages relating to (a) Licensee’s Website or any other products or services of Licensee, or the use thereof by third parties, including but not limited to infringement of any third party’s intellectual property rights; (b) any misrepresentation or breach of representation or warranty of Licensee contained herein; or (c) any breach of any covenant or agreement to be performed by Licensee hereunder.
  11. Termination. Either party may terminate this Agreement immediately upon advance written notice to the other party regardless of the reason for termination. Promptly upon termination of this Agreement for any reason, Licensee will remove the link licensed hereunder and all references to MEDNAX, the MEDNAX website from Licensee’s Website and anywhere else that Licensee has included such link pursuant to this Agreement, and Licensee shall have no further right to refer to or provide access to the MEDNAX website.
  12. General. Nothing will be deemed to limit or restrict MEDNAX from entering into similar agreements with any third party. Neither party will make or issue any external press statement regarding the terms of this Agreement unless: (a) it has received the express written consent of the other party, which will not be unreasonably withheld; or (b) it is required to do so by law. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supercedes any prior understanding or agreement, written or oral, between the parties with respect to same. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without application of conflicts of laws principles. The parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida for the purpose of any action or proceeding brought by either of them in connection with this Agreement. All notices, requests and other communications to any party hereunder will be in writing (including facsimile transmission or similar writing) and will be given to Licensee at its address set forth on the Link Application and if to MEDNAX, at the address specified on the MEDNAX website. This Agreement will be binding upon and inure to the benefit of the parties, their respective heirs, personal representatives, successors and permitted assigns. Neither party may assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other party. There is no joint venture, partnership, agency or fiduciary relationship existing between the parties and the parties do not intend to create any such relationship by this Agreement. The parties are independent contractors and have no authority to act on each other’s behalf. This Agreement may not be amended, modified or superseded, unless expressly agreed to in writing by both parties. No provision of this Agreement may be waived except by an instrument in writing executed by the party against whom the waiver is to be effective. The failure of either party at any time or times to require full performance of any provision hereof will in no manner affect the right of such party at a later time to enforce the same. If any provision or term of this Agreement, not being of a fundamental nature, is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not be affected. The provisions of Sections 7-12 of this Agreement will survive the termination of this Agreement.


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