TORRANCE MEMORIAL WEBSITE TERMS AND CONDITIONS

Effective Date: April 11, 2024

These website terms and conditions (“Terms”) set forth a legally binding agreement between you and Torrance Memorial and its affiliates (“Torrance Memorial”). These Terms govern the relationship between Torrance Memorial and you, with respect to your use of www.torrancememorial.org, www.tmphysiciannetwork.org, and www.torrancememorialipa.org (collectively, the “Sites”).

PLEASE READ THESE TERMS CAREFULLY. THESE TERMS AFFECT YOUR LEGAL RIGHTS, INCLUDING BY LIMITING TORRANCE-MEMORIAL’S LIABILITY AND REQUIRING MANDATORY ARBITRATION ON AN INDIVIDUAL, NON-CLASS BASIS TO RESOLVE DISPUTES. SEE SECTIONS 6-9.

These Terms are subject to change, in our sole discretion. Changes to these Terms will be in effect as of the “Effective Date” date at the top of this page. Your continued use of the Sites after the “Effective Date” date constitutes your acceptance and agreement to such changes.

By using the Sites, you acknowledge and agree to all terms and conditions contained in these Terms and you consent to the collection, use, and sharing of your information as described in our Online Privacy Policy. If you do not agree to these Terms, do not use the Sites.

MEDICAL DISCLAIMER

The use of the Sites is not a substitute for professional clinical advice or treatment and does not create a physician-patient relationship. Information on the Sites is not provided in the course of a professional relationship between a health care provider and a patient and is not intended to create any patient relationship, nor should it be considered a replacement for consultation with a health care professional. If you have any health problems or health care-related questions, please call, or see your physician or other health care provider promptly. If you have an emergency medical condition, call 911.

The information and content provided on or accessed through the Sites is intended for general, non-commercial, informational purposes only, and do not constitute the practice of medicine or any other professional judgement, advice, diagnosis, or treatment.

USE OF THE SITES

Content. The Sites may contain (i) materials and other items relating to Torrance Memorial and its services including software, layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, interactive features, and the “look and feel” of the Sites; (ii) logos, service marks, trademarks, trade names, trade dress, and trade identities of various parties, including those of Torrance Memorial; and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).

Limited License. Subject to your strict compliance with these Terms, Torrance Memorial grants you a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Sites for your personal, non-commercial use. All other rights in the Sites are reserved by Torrance Memorial. You must retain all copyright and other proprietary notices on downloaded or printed Content, and any such downloads or copies are subject to the terms and conditions of these Terms and shall remain the property of Torrance Memorial and our licensors and is protected by U.S. and international copyright, trademark, trade dress, patent, and/or intellectual property and unfair competition rights and laws to the fullest extent possible. The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, the Sites or any Content; and (ii) may be immediately suspended or terminated for any reason, in Torrance Memorial’s sole discretion, and without advance notice or liability. Your unauthorized use of the Sites or Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.

Restrictions. If you access or otherwise use the Sites, you represent you are at least the age of majority in your jurisdiction. If you are under the age of majority, you represent that if you access the Sites, you will do so under the supervision of a legal guardian who agrees to be bound to these Terms on your behalf.

You agree to comply with all national, federal, state, and local laws, statutes, ordinances, regulations, directives, and agreements that apply to your use of the Sites and Content. You further agree that you will not (i) use the Sites or Content for any political or commercial purpose; (ii) engage in any activity in connection with the Sites or Content that is unlawful, harmful, offensive, obscene, violent, threatening, harassing, abusive, or otherwise objectionable to Torrance Memorial; (iii) harvest, scrape, reverse engineer, create a derivative work, or modify any information from the Sites or Content; (iv) infringe any intellectual property or other right of any third party; (v) reverse engineer or modify the Sites or Content; (vi) interfere with the proper operation of the Sites or its security features; (vii) use the Sites or Content in a manner that suggests an unauthorized association with Torrance Memorial or any other party, or is beyond the scope of the limited license granted to you; (viii) transmit any software or other materials that contain any viruses, worms, trojan horses, defects, or other rogue programming or items of a destructive nature; or (ix) otherwise violate these Terms. If you breach these restrictions, you may be subject to prosecution and damages. You are not permitted to use the Sites for any purpose other than as expressly permitted under these Terms. You acknowledge that Torrance Memorial (or one of our licensors) may audit your use of the Sites to ensure compliance with these Terms.

Suspension; Termination. We reserve the right to immediately suspend or terminate these Terms, and/or your access to and use of the Sites, Content, or any portion thereof, at any time and for any reason, with or without cause, and without advance notice or liability. In the event of your breach of these Terms, we will be entitled to terminate the license granted under these Terms immediately. The license granted to you under these Terms is effective until terminated by you, Torrance Memorial, or our licensor. Upon suspension or termination of your access to the Sites, or termination of these Terms, you agree to immediately cease your use of the Sites, and you agree to destroy all Content and all downloads and copies thereof, whether made under the terms and conditions of these Terms or otherwise. Termination will not terminate liability for any payments due to Torrance Memorial’s or a third-party service provider.

ACCESS TO THE SITES

Access. Your use of the Sites must be in accordance with any and all procedures, forms, formats, displays, and operating times which may be determined, specified, or modified by Torrance Memorial in its discretion. You are responsible for all software, hardware, interconnections, fees, expenses, costs, and taxes for you to access or use the Sites or to receive any communications from Torrance Memorial.

Account Creation. Certain features and functionality of the Sites may require the creation of an account by entering your name and email address, selecting a valid username and password, or providing other required registration information. For any feature of the Sites that require a username and password to access, you must update your information as necessary to ensure that any information that you provide to Torrance Memorial, our licensor, or a third-party service provider is accurate and complete.

If you create an account on the Sites, you are solely responsible and liable for the security and confidentiality of your access and for all activity under your account, including maintaining the security of any username and password you use to access any feature of the Sites. Please note you will be responsible for all action and activities that occur under that username and password. You must immediately notify us at ContactUs@tmmc.com if you suspect any unauthorized use of your account, password, or username, or any other breach of security. You will not sell, transfer, or assign your account or any account rights.

Availability. The Sites may be unavailable from time to time and for any reason including, for example, routine maintenance. You understand and acknowledge that, due to circumstances both within and outside of the control of Torrance Memorial, access to the Sites may be interrupted or suspended from time to time. Torrance Memorial shall have the right at any time to change or discontinue any aspect or feature of the Sites, including, but not limited to, Content, availability, and equipment needed for access or use.

THIRD PARTY LINKS

The Sites may include links to other features, websites, or other online platforms. Torrance Memorial is not responsible for these other websites and online platforms. We are not responsible for the content of any third-party link. To the fullest extent permitted by applicable law, you further acknowledge and agree that Torrance Memorial shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance of any such content, goods, or services available on or through any such third-party website or resource.

WARRANTY DISCLAIMERS

TORRANCE MEMORIAL PROVIDES THE SITES, THE CONTENT, LINKS AND COMMUNICATIONS, AND ANY PRODUCTS AND SERVICES OBTAINED THROUGH THE SITES ON AN “AS IS,” AND ARE USED AT YOUR SOLE RISK, “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED REGARDING THE SITES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY, RELIABILITY, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

TORRANCE MEMORIAL, LICENSORS, SUPPLIERS, ADVERTISERS, SPONSORS AND AGENTS DO NOT WARRANT THAT YOUR USE OF THE SITES OR INFORMATION WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES, THE SERVER(S) ON WHICH THE SITES ARE HOSTED OR INFORMATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT USE OF THE SITES WILL NOT ADVERSELY AFFECT A SYSTEM FROM WHICH THE SITES ARE ACCESSED. YOU ARE ADVISED TO TAKE APPROPRIATE AND ADEQUATE PRECAUTIONS TO MINIMIZE ANY LOSS TO YOUR SYSTEM, INCLUDING UP-TO-DATE ANTI-VIRUS SOFTWARE, FIREWALLS AND THE CREATION OF BACK-UP FILES. YOUR USE OF THE SITES AND ANY CONTENT ARE ENTIRELY AT YOUR OWN RISK.

LIMITATION OF LIABILITY, REMEDIES

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL TORRANCE MEMORIAL BE LIABLE TO YOU WITH RESPECT TO USE OF THE SITES AND/OR BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF YOUR INFORMATION, THE INABILITY TO USE THE SITES, OR DEVICE FAILURE OR MALFUNCTION. NOTHING IN THESE TERMS SHALL EXCLUDE OR IN ANY WAY LIMIT TORRANCE MEMORIAL’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD OR ANY OTHER LIABILITY TO THE EXTENT THE SAME MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW AS IT RELATES TO THE SITES.

TORRANCE MEMORIAL SHALL NOT BE LIABLE EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES CAUSED BY ERROR, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, UNAUTHORIZED USE, DELAY IN OPERATION OR TRANSMISSION, LINE FAILURE, COMPUTER VIRUSES, WORM, TROJAN HORSE OR OTHER HARM OR VULNERABILITY.

IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF CERTAIN PROMISES AND/OR THE EXCLUSION OF LIABILITY FOR DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES, IN NO EVENT SHALL TORRANCE MEMORIAL LIABILITY ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITES EXCEED $100 USD.

WAIVER OF INJUNCTION OR OTHER EQUITABLE RELIEF

YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED, OR CONTROLLED BY TORRANCE MEMORIAL.

DISPUTE RESOLUTION/MANDATORY BINDING INDIVIDUAL ARBITRATION/CLASS WAIVER

IMPORTANT: THIS SECTION (SECTION 8) LIMITS CERTAIN LEGAL RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE ACTION, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. PLEASE REVIEW CAREFULLY.

In the unlikely event that a disagreement arises between you and Torrance Memorial, you must first contact us directly by emailing us at ContactUs@tmmc.com so that we may work in good faith to find a mutually agreeable solution.

If the issue cannot be resolved as described above within sixty (60) days, you and Torrance Memorial agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Sites and these Terms (collectively, “Dispute”) through binding individual arbitration, or as we and you otherwise agree in writing. You agree that the term “Dispute” in these Terms will have the broadest meaning possible. These Terms also cover any Dispute between you and any officer, director, board member, agent, employee, affiliate of Torrance Memorial, or third party if Torrance Memorial could be liable, directly or indirectly, for such Dispute. If the parties have more than one Dispute between them, you and Torrance Memorial agree to assert all such Disputes in a single arbitration so they may be resolved at the same time, or they will be deemed waived.

CLASS AND COLLECTIVE ACTION WAIVER: You and Torrance Memorial explicitly agree to the fullest extent allowable and enforceable under applicable law, that the arbitrator must decide any Dispute on an individual basis. NO DISPUTE SHALL BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated absent the express written consent of Torrance Memorial. The arbitrator may only award relief (including injunctive relief, if available) on an individual basis. Notwithstanding any other clause contained in this agreement, any challenge to the validity of this Class and Collective Action Waiver must be determined by a court of competent jurisdiction and not by an arbitrator. If, for any reason, this Class and Collective Action Waiver is held to be unconscionable or unenforceable, then the entirety of this Dispute Resolution/Mandatory Binding Arbitration provision (Section 8) shall not apply, and the Dispute must be brought exclusively in a state or federal court in California. Accordingly, you and Torrance Memorial consent to the exclusive personal jurisdiction and venue of such courts for such matters.

(a) As stated above, we require you to first contact us directly at ContactUs@tmmc.com to seek a resolution. If we cannot resolve a Dispute within sixty (60) days, then, to the fullest extent permitted by applicable law, Disputes shall be resolved solely by a single, neutral arbitrator selected in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association (“AAA”), in a reasonably convenient location agreed to by the parties in accordance with the AAA’s Consumer Due Process Protocol (including, but not limited to the AAA’s Consumer-Arbitration Rules, available at the ADR Consumer website), except that we may seek injunctive or other appropriate relief in any state or federal court. You can also obtain AAA procedures, rules, and fee information by visiting the ADR Consumer website.

(b) To begin an arbitration proceeding, you must submit the Dispute by utilizing the forms available at the ADR Consumer website, and simultaneously sending a copy of the completed form to the following address: 200 State Street, 7th Floor, Boston, MA 02109.

(c) Upon filing of the arbitration demand, we will pay all filing, administration, and arbitrator fees other than the initial $200 filing fee, and for claims of less than $1,000, Torrance Memorial will reimburse you for the filing fee within thirty (30) days of receiving a written request from you. Each party will bear the fees and expense of its own attorneys, experts, witnesses, and preparation and presentation of evidence at the arbitration.

(d) WITH ARBITRATION (i) THERE IS NO JUDGE OR JURY, (ii) THE ARBITRATION PROCEEDINGS AND ARBITRATION OUTCOME ARE SUBJECT TO CERTAIN CONFIDENTIALITY RULES, AND (iii) JUDICIAL REVIEW OF THE ARBITRATION OUTCOME IS LIMITED. Any Dispute shall otherwise be governed by the internal laws of the State of California without regard to California choice of law principles, except that the provisions of this agreement concerning arbitration shall be governed by the Federal Arbitration Act. The arbitrability of Disputes shall be determined by the arbitrator. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. You hereby consent to, and waive, all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California.

(e) Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act. You and Torrance Memorial agree that we intend that this Section 8 satisfies the “writing” requirement of the Federal Arbitration Act. This Section can only be amended by mutual written agreement.

(f) In the event the AAA is unavailable or unwilling to hear the Dispute, you and Torrance Memorial shall agree to, or a court shall select, another arbitration provider.

(g) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.

INDEMNIFICATION

You agree to indemnify, defend, and hold Torrance Memorial, our licensors, suppliers, advertisers and sponsors, and our and their directors, officers, employees, consultants, agents, other representatives, successors and assigns (“Torrance Memorial Indemnitees”), harmless from and against any and all claims, causes of action, allegations (threatened or pending), liabilities, damages, losses, costs, and other expenses (including reasonable attorneys’ fees that arise directly or indirectly and costs) arising out of or in connection with any of the following: (i) for any breach of these Terms; (ii) your use of the Sites; (iii) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities; (iv) your violation of the rights of any third party including any intellectual property, publicity, confidentiality, property, or privacy right; or (v) any misrepresentation made by you. Torrance Memorial reserves the right to control the defense and settlement of any third-party claim for which you indemnify Torrance Memorial Indemnitees under these Terms, and you will assist us in exercising such rights. You will not in any event settle any claim without the prior written consent of Torrance Memorial.

GENERAL

Governing Law. These Terms shall be governed by the laws of California excluding conflict of laws principles. The parties hereby submit to the exclusive jurisdiction of the federal, state or municipal court of proper jurisdiction in the County of Los Angeles to resolve any Dispute between them arising under or in connection with the Sites and these Terms.

Severability; Entire Agreement; Assignment. If any provision (or part of a provision) of these Terms is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable, or illegal, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law. This is the entire agreement between Torrance Memorial and any other user of the Sites relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements between us with respect to such subject matter. These Terms are not assignable, transferable, or sublicensable by you except with Torrance Memorial’s prior written consent.

Waiver. The failure of Torrance Memorial to enforce at any time the terms and conditions of these Terms, or the failure of Torrance Memorial at any time to require your performance of any of the terms and conditions of these Terms, will not be construed to be a present or future waiver of these Terms, nor in any way affect Torrance Memorial’s ability to enforce these Terms. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or Section title contained in these Terms are inserted only as a matter of convenience and in no way defines or explains any Section or provision hereof.

Investigations; Cooperation with Law Enforcement. Torrance Memorial reserves the right to investigate and prosecute any suspected or actual violations of these Terms. Torrance Memorial may disclose any information as necessary or appropriate to satisfy any law, regulation, legal process, or government request.

Electronic Communications. We may communicate with you electronically in regard to the Sites, including by email, and we may collect information related to communications between you and Torrance Memorial. You agree that all notices, disclosures, agreements, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that any time you electronically transact, agree, or consent via the Sites, your action is intended as an electronic signature which binds you as if you had signed on paper.

ADDITIONAL TERMS

Certain portions of the Sites, such as the MyTorranceMemorial Patient Portal feature, may be licensed to us by our licensor, Oracle (formerly known as Cerner). You acknowledge that the licensor does not provide technical support to you or any end user and your support, if any, for the use of the Sites would be provided directly by Torrance Memorial.

CONTACT US

Should you have any questions regarding these terms and conditions, the practices of these Sites, or your dealings with these Sites, you may contact ContactUs@tmmc.com.