Terms and Conditions

Last updated March 2024

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE DKMD WEBSITE.  THESE TERMS AND CONDITIONS (THE “TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE SITE AND YOUR PURCHASE OF PRODUCTS AND SERVICES FROM DKMD.

By using the website located at https://www.dkmdconsulting.com and all related sites (collectively, the “Site”) or purchasing services or products from DKMD, you, the user and/or customer (“you”), signify your agreement with these Terms and Conditions. If you do not agree with any of the below Terms and Conditions, do not use the Site. We reserve the right, in our sole discretion, to modify, alter or otherwise update these Terms and Conditions at any time. Such modifications shall be effective immediately upon posting of the modified Terms and Conditions. By using the Site after we have posted notice of such modifications, alterations or updates, you agree to be bound by the revised terms. DKMD retains the right to deny access to anyone at its complete discretion for any reason, including for violation of any of these Terms and Conditions.

All references to “DKMD”, “we”, “our”, or “us” made within these Terms and Conditions shall be references to and include Danielle Kelvas MD PLLC d/b/a DKMD Consulting and its respective subsidiaries and affiliates.

TRADEMARKS, COPYRIGHTS AND RESTRICTIONS

The Site is controlled and operated by DKMD or its representatives, agents, or employees. All material on the Site, including, but not limited to, images, illustrations, audio clips and video clips, is protected by copyrights, trademarks, registered and unregistered, and other intellectual property rights which are owned and controlled by DKMD or by other parties that have licensed their material to DKMD. Material from any website owned, operated, licensed, or controlled by DKMD may not be copied, reproduced, republished, modified, uploaded, posted, transmitted, or distributed in any way, including by email or other electronic means unless otherwise agreed to in writing by DKMD. None of DKMD’s intellectual property, including, but not limited to, the materials on the Site, may be used for commercial benefit without prior written permission from DKMD.

DKMD authorizes you to view and access a single copy of the content available on or from the Site solely for your personal use, and any modification of the materials on the Site or use of the materials for any other purpose is a violation of the copyrights and other proprietary rights. Except as expressly allowed by these Terms and Conditions and/or some other written agreement between you and DKMD, the use of any such material on any other website or networked computer environment is prohibited. The Site may contain other proprietary notices, trademark and/or copyright information, the terms of which must be observed and followed. Information on the Site may be changed or updated by DKMD without notice.

Decompiling, reverse engineering, disassembling, or otherwise reducing the code used in any software on the Site into a readable form in order to examine the construction of such software and/or to copy or create other products based (in whole or in part) on such software, is prohibited. You shall not engage in “spidering,” “screen scraping,” “database scraping,” harvesting of user information, or any other automatic means of accessing, logging-in or registering on the Site, or obtaining or accessing any information from or through the Site. You shall not use the Site in any manner with the intent to interrupt, damage, disable, overburden or impair the Site, or interfere with any other party’s use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Site.

You may not use the Site in order to transmit, post, distribute, store or destroy material, including without limitation, content from the Site, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of DKMD or any other third party, or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.

TERMS OF SERVICE

YOU MAY NOT USE, ORDER, OR OBTAIN PRODUCTS OR SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SITE OR ANY OF ITS CONTENTS, GOODS, OR SERVICES BY APPLICABLE LAW.

These Terms constitute a legally binding contract between DKMD and its customers with respect to the products and services that DKMD provides. In the event DKMD renders services and issues a document containing terms and conditions governing such services, the terms and conditions set forth in such other document(s) shall incorporate these Terms.  As used herein, “customer” shall mean the person to which DKMD is providing service, as well as its principals, agents, successors, assigns, and representatives, including, but not limited to, shippers, importers, exporters, carriers, secured parties, warehousemen, buyers or sellers, shipper’s agents, insurers and underwriters, break-bulk agents, consignees, etc. It is the responsibility of the customer to provide notice and a copy of these Terms to all such agents or representatives.  Any contractual agreements between customers and DKMD may be initiated by submitting information through the Site. DKMD’s receipt of any transaction request information does not signify acceptance of any offer regarding the terms of such transaction. DKMD RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ANY PRODUCTS OR SERVICES DESCRIPTIONS LISTED ON THE SITE, INCLUDING ANY PRICES FOR SUCH PRODUCTS OR SERVICES.

We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on the Site is void where prohibited.

We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the services will be corrected.

Unless services are performed by persons or firms engaged pursuant to express written instructions from the customer, DKMD shall use reasonable care in its selection of third parties, or in selecting the means and procedures to be followed in the provision of products and services.  Advice by DKMD that a particular person or firm has been selected to render services shall not be construed to mean that DKMD warrants or represents that such person or firm will render such services nor does DKMD assume responsibility or liability for any actions(s) and/or inaction(s) of such third parties and/or its agents, and shall not be liable for any delay or loss of any kind caused by any act or omission of a third party or the agent of a third party; all claims in connection with the act of a third party shall be brought solely against such party and/or its agents; in connection with any such claim, DKMD shall reasonably cooperate with the customer, which shall be liable for any charges or costs incurred by DKMD.

ANY AND ALL QUOTATIONS OR ESTIMATES AS TO FEES OR OTHER CHARGES GIVEN BY DKMD TO THE CUSTOMER ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE SUBJECT TO CHANGE WITHOUT NOTICE; NO ESTIMATE OR QUOTATION SHALL BE BINDING UPON DKMD UNLESS DKMD AGREES IN WRITING TO PROVIDE PRODUCTS OR SERVICES AT A SPECIFIC RATE OR AMOUNT SET FORTH IN THE QUOTATION AND PAYMENT ARRANGEMENTS ARE AGREED TO BETWEEN DKMD AND THE CUSTOMER.

In providing services to customers, DKMD relies on the correctness of all documentation, whether in written or electronic format, and all information furnished by such customer. Customer shall use reasonable care to ensure the correctness of all such information and shall indemnify and hold DKMD harmless from any and all claims asserted and/or liability or losses suffered by reason of the customer’s failure to disclose information or any incorrect, incomplete or false statement by the customer or its agent, representative or contractor upon which DKMD reasonably relied. The customer agrees that the customer has an affirmative non-delegable duty to disclose any and all information required for DKMD to provide products or services.

Unless requested to do so in writing and confirmed to customer in writing, DKMD is under no obligation to procure insurance on customer’s behalf. In all cases, customers shall pay all premiums and costs in connection with procuring requested insurance.

ADVANCING MONEY

‍All charges must be paid by customers pursuant to a separate agreement between the customer and DKMD. The granting of credit to a customer in connection with a particular transaction shall not be considered a waiver of this provision by DKMD, and any agreements to extend credit shall be subject to these Terms.

THIRD PARTY WEBSITES

DKMD makes no representations whatsoever about any other websites that may be accessed through the Site. When you access a non-DKMD website through the Site, please understand that it is independent from DKMD, and that DKMD has no control over the content on that website. In addition, a link to a non-DKMD Web site does not mean that DKMD endorses or accepts any responsibility for the content, or the use, of such website. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature.

LINKS TO THIS WEBSITE

DKMD welcomes links to the Site. You may establish a hypertext link to the Site, provided that the link directs to the full version of the Site and does not state or imply any sponsorship or endorsement of your site by DKMD. You are not permitted to link directly to any image or content hosted on the Site or our services, such as using an “in-line” linking method to cause the image or content hosted by us to be displayed on another website. You may not use on your site any trademarks, service marks or copyrighted materials appearing on the DKMD site, including, but not limited to, any logos or characters, without the prior expressed written consent of the owner of the mark or right. You may not frame or otherwise incorporate into another website any of the content or other materials on the DKMD site without the prior expressed written consent of DKMD.

DISCLAIMER OF WARRANTIES

DKMD, its affiliates and each of their directors, officers, employees and authorized representatives DO NOT WARRANT THAT THE SITE OR DKMD’S PRODUCTS OR SERVICES ARE ERROR-FREE. MATERIALS FOUND WITHIN THE SITE MAY CONTAIN TECHNICAL INACCURACIES OR OTHER ERRORS. ALL MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE GREATEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DKMD, its affiliates and each of their directors, officers, employees and authorized representatives DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SITE AND DKMD’S PRODUCTS AND SERVICES. DKMD, its affiliates and each of their directors, officers, members, employees and authorized representatives MAKE NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT IN THE SITE OR ANY WEBSITE WILL NOT INFRINGE THE RIGHTS OF OTHERS. Some jurisdictions do not allow the disclaimer of implied warranties, so these limitations may not apply; however, they shall apply to the greatest extent permitted by law.

DKMD, its affiliates and each of their directors, members, shareholders, managers, affiliates, officers, employees and authorized representatives WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND/OR CONSEQUENTIAL DAMAGES (SUCH DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, LOST DATA, AND/OR COSTS OF PROCURING SUBSTITUTE GOODS, SOFTWARE OR SERVICES) HOWEVER ARISING, EVEN IF YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY AGREE DKMD, its affiliates and each of their directors, members, shareholders, managers, affiliates, officers, employees and authorized representatives SHALL HAVE NO LIABILITY TO YOU FOR ANY CLAIM BROUGHT AGAINST YOU BY A THIRD PARTY. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IF ANY OF DKMD, its affiliates and their respective directors, members, shareholders, managers, affiliates, officers, employees and authorized representatives is RESPONSIBLE FOR ANY DAMAGES, THE MAXIMUM AMOUNT YOU MAY RECOVER FOR ANY AND ALL CLAIMS RELATING TO THIS YOUR USE OF THE SITE OR YOUR PURCHASE OF PRODCUTS OR SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO DKMD. Some jurisdictions do not allow the exclusion or limitation of certain types of damages, so these exclusions may not apply; however, they shall apply to the greatest extent permitted by law.

Nothing on the Site constitutes an offer to sell or solicitation to buy securities. No failure or delay by DKMD in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder by DKMD preclude further exercise. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended nor created by these Terms and Conditions.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless, DKMD, its subsidiaries and other affiliated companies, their respective officers, directors, members, managers, employees, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from (i) any violation of these Terms by you, or (ii) your negligence or willful misconduct.

COSTS OF COLLECTION

‍In any dispute involving monies owed to DKMD, DKMD shall be entitled to all costs of collection, including reasonable attorney’s fees and interest at 15% per annum or the highest rate allowed by law, whichever is less unless a lower amount is agreed to by DKMD in a separate agreement with you.

REGISTRATION

To access some of the services or the Site, you may be asked to provide registration details or contact information. It is a condition of use of the Site that all the details you provide be correct, current and complete. To the extent that an individual account is established, it will be your responsibility to maintain the confidentiality of such information, including any username or password information.

You also agree that DKMD may, in its sole discretion and without prior notice to you, terminate your access to the Site and your account for any reason, including without limitation: (1) attempts to gain unauthorized access to the Site or assistance to others attempting to do so, (2) overcoming software security features limiting use of or protecting any content, (3) discontinuance or material modification of the Site or any service offered on or through the Site, (4) violations of this Terms and Conditions or DKMD’s privacy policy, (5) suspected or actual copyright infringement, (6) unexpected operational difficulties, or (7) requests by law enforcement or other government agencies. You agree that DKMD will not be liable to you or to any third party for termination of your access to the Site.

By using the Site, you warrant that you have legal capacity to enter into the agreement set out in these Terms (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract).

FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, epidemic, pandemic, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication or internet breakdown or power outage.

ASSIGNMENT

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms. DKMD may assign its rights, obligations, and/or these Terms at any time in its sole discretion without notice to you.

NO WAIVERS

The failure by DKMD to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of DKMD.

NO THIRD-PARTY BENEFICIARIES

These Terms do not and are not intended to confer any rights or remedies upon any person other than you.

SEVERABILITY

If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

ENTIRE AGREEMENT

Except to the extent that you and DKMD have entered into a written agreement regarding the provision of products or services, these Terms and Conditions are the entire agreement between the parties relating to the matters contained herein and your use of the Site, and shall not be modified except in writing signed by a duly authorized officer of DKMD.  DKMD reserves the right to amend these Terms at any time and without notice, and it is your responsibility to review these Terms for any changes. Your use of the Site or DKMD’s products and services following any amendment of these Terms will signify your assent to and acceptance of its revised terms.

WRITTEN DOCUMENT

You may preserve these Terms in written form by printing them for your records, and you waive any other requirement that these Terms be evidenced by a written document.

JURISDICTIONAL ISSUES

These Terms and Conditions shall be governed by, and construed and enforced in accordance with, the laws of the State of Tennessee, as such laws are applied to agreements entered into and to be performed entirely within such State. Any action you, any third party or DKMD may bring to enforce these Terms and Conditions or, in connection with, any matters related to the Site shall be brought only in either the state or Federal Courts located in Hamilton County, Tennessee, and you expressly consent to the jurisdiction of said courts.

SEVERABILITY

If any provision of these Terms and Conditions shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.

LIMITATION OF ACTIONS

YOU AND DKMD AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO DKMD’S PRODUCTS OR SERVICES OR THESE TERMS MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED TO THE EXTENT PERMITTED BY LAW.

PRIVACY

Your privacy is important to us. We provide a notice explaining our online information practices and the choices you can make about the way your information is collected and used on the Site. Our Privacy Policy is displayed on the Site, and it is hereby incorporated in and forms a part of these Terms and Conditions.

CHANGES TO THE TERMS

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Site thereafter. However, any changes to the dispute resolution provisions set forth herein will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Site.  Your continued use of the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page when you access the Site so you are aware of any changes, as they are binding on you.

GEOGRAPHIC RESTRICTIONS

DKMD is based in the state of Tennessee in the United States. We make no claims that the Site or any of its content is accessible or appropriate outside of the United States. The Site may not be accessed by individuals whose nationality is that of countries that are subject to a United States trade embargo.  By using the Site or ordering products or services from DKMD, you represent and warrant to DKMD that you are not in one of the embargoed countries.  You also represent and warrant that you are not otherwise barred by law from accessing the Site. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

CONTACT US

Please address any questions or comments about these Terms and Conditions via our Contact form on the Site or to: [email protected]

DKMD