Mariano Medical was founded to support the individual's right for appropriate pain management while guarding against misuse, abuse and addiction. We guide HCOs, attorneys, and insurers thru the pain/addiction landscape.
Client Terms + Conditions
Client
Last updated on May 22, 2018
By signing electronically, you hereby agree to abide by and be bound by the following terms and conditions (these "Terms & Conditions"). If you are entering into these Terms & Conditions on behalf of a law firm or other organization, you warrant and represent that you are authorized to accept these Term & Conditions on behalf of such law firm or other organization. All terms such as "our", "us", "we", "MM", and "Mariano Medical" represent Mariano Medical, LLC - the sole owner and operator of Mariano Medical. This is a legally binding agreement between you and Mariano Medical.
overview
Mariano Medical collects information relating to practitioners, professionals and academics in various industries (each, an "Expert") who provide consulting services to our clients (our "Clients"). Our Clients are law firms, healthcare organizations, insurers, institutional investment firms, consulting firms, banks, corporations, or any entity that requires the consultation of an individual or individuals. Based on a Client's needs, we will contact appropriate Experts to ascertain whether they are available for a consulting engagement ("Engagement") with such Client, such as a legal case review, proposal evaluation, telephone conference, deposition educational activities, independent medical exams, and/or trial testimony among other services. An Expert's participation in any Engagement is subject to mutual agreement between the Expert and the Client. All Engagements are directly between the Expert and the Client, subject to any terms and conditions agreed upon by the Expert and the Client (the "Expert Contract"). We do not have any involvement in or responsibility for, and we are not a party to, any Expert Contract. Clients and Experts are solely responsible for compliance with all provisions of any Expert Contract to which they are a party.
We connect you with an Expert(s) based on your consulting needs as you communicate them to us. You pay us a fee for each Engagement for which you hire an Expert (the "Fee"). The Fee applicable to each Engagement is set forth in the engagement invoice and is paid upfront prior to commencement of the applicable Engagement.
fees + expenses
With regards to Experts that we connect you with, you must only participate in Engagements with such Experts where we have arranged or explicitly approved the Engagement. You must not participate in any other consulting engagement with any such Expert without our prior written consent in each instance and without paying us an agreed upon Fee. If any such Expert offers to provide you with services outside of any Engagement, you must notify us, receive explicit approval from us, and agree with us on the applicable Fee before accepting such services. For the avoidance of doubt, any violation of any of the restrictions set forth in this Section shall be deemed to be a material breach of these Terms & Conditions.
You are solely responsible for payment of any fees that you agree to pay any Expert pursuant to an Expert Agreement. You must provide us with an accurate summary of the fees agreed to in any Expert Contract within two (2) business days of entering into such Expert Contract. We are not required to pay any fees to any Expert, nor are we required to provide any assistance in connection with any dispute over any fees due or allegedly due to any Expert; payment of fees to any Expert is your sole and exclusive responsibility, and collection of any fees by an Expert is the Expert's sole and exclusive responsibility.
privacy
Your relationship with us may involve the transmission of certain information which may include personal information. Our policies with respect to the collection and use of such personal information are set forth in our Privacy Policy, which is hereby incorporated by reference in its entirety.
Notwithstanding anything to the contrary set forth herein, you acknowledge and agree that we may disclose to Experts certain information that you provide to us regarding your consulting needs, provided that such Experts are bound by commercially reasonable confidentiality obligations to us.
application of terms + conditions
You must comply with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Terms & Conditions. We do not participate in your interactions with Experts and we are not a party to any Expert Contract. As such, we shall not be liable or responsible to you or any third party in any manner whatsoever in connection with any Engagement or any act or omission of any Expert. You are solely responsible for ensuring your compliance with these Terms & Conditions and all Expert Contract(s) to which you are a party. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Terms & Conditions or in connection with any claim brought against us by any third party in connection with any Engagement or Expert Contract.
non-solicitation
You agree that for a period of thirty-six (36) months from the completion of any Engagement with an Expert that has been facilitated by Mariano Medical, you will not circumvent Mariano Medical by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with an Expert first introduced to you by us under which you receive any consulting services without the prior written consent of Mariano Medical.
indemnification
You agree to indemnify and hold harmless Mariano Medical and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns (collectively, "Mariano Medical Parties") from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys' fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with (i) your breach or violation of any provision of these Terms & Conditions; (ii) any Expert Contract to which you are a party; or (iii) any act or omission by you in connection with any Engagement.
disclaimer; limitations of liability
MARIANO MEDICAL DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES, EITHER EXPRESS OR IMPLIED, OF ANY KIND IN CONNECTION WITH THESE TERMS & CONDITIONS. WITHOUT LIMITING THE FOREGOING, WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR GUARANTEES WITH RESPECT TO ANY EXPERT OR ANY ENGAGEMENT. WE ARE NOT A PARTY TO ANY EXPERT CONTRACT, AND WE DO NOT HAVE ANY RESPONSIBILITY FOR ANY ACT OR OMISSION OF ANY EXPERT. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH THE FOREGOING.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL MARIANO MEDICAL PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS & CONDITIONS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY. IN THE EVENT ANY JURISDICTION DOES NOT ALLOW ANY EXCLUSION OR LIMITATION OF LIABILITY SET FORTH HEREIN, IN SUCH JURISDICTION, THE LIABILITY OF MARIANO MEDICAL PARTIES IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
MARIANO MEDICAL PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES, WHICH, FOR THE AVOIDANCE OF DOUBT, INCLUDES, BUT IS NOT LIMITED TO, CLAIMS BROUGHT AGAINST YOU BY ANY EXPERT.
ARBITRATION, GOVERNING LAW AND VENUE
The validity, interpretation, performance and enforcement of these Terms & Conditions shall be governed by the laws of the State of Connecticut without regard to the conflicts of laws principles thereof. Any dispute, controversy or claim arising from or relating to these Terms & Conditions shall be fully and exclusively finally settled by an arbitration held in Hartford under the rules of the American Arbitration Association in effect from time to time. You hereby irrevocably and unconditionally waive any rights you may have to a trial by jury with respect to any such dispute, controversy or claim relating to these Terms & Conditions. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability set forth above. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of Connecticut.
MISCELLANEOUS
We may modify these Terms & Conditions from time to time. We will notify you of material modifications and will require you to accept the modified terms in order to continue participating in Medical Mariano. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms & Conditions shall be binding upon and inure solely to the benefit of you and Mariano Medical and the successors, assigns and Clients of Mariano Medical. As used in these Terms & Conditions, the word "including" shall mean "including, without limitation," in all cases. Whenever possible, each provision of these Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.