Affiliate Registration

Affiliate Registration

Account Information
Location Information
Additional Information

Network Partner Agreement

We maintain strict guidelines that our network partners must adhere to in order to participate in our program. To ensure you are in compliance with our guidelines, please read this agreement thoroughly before promoting our brands.

MedJobCafe.Com is a Wisconsin registered limited liability company and is hereafter referred to as "Company". You as an approved Affiliate and Distribution Partner of MedJobCafe.Com will be referred to as "Partner". Partner will publish Company jobs to Partner sites and/or Partner's approved network sites with the following license and restrictions. As part of the registration process, Partner shall provide Company with a list of all Partner sites and Partner's network sites along with their URLs.

Job Distribution

Company will provide Partner with an XML feed of Jobs updated every 24 hours, or a time frame agreed to by the Parties. This XML feed will include only active jobs. The Company XML feed will be delivered in industry standard formats or in a proprietary format provided by Partner to Company.

Partner will pick up job feeds every 24 hours or as agreed by parties, and will archive or otherwise delete Jobs that no longer exist in the latest XML feed. Jobs that are no longer in the Company XML feed should be displayed for no more than 24 hours before removal.

Partner will not re-distribute Company Jobs to third-party sources or to sites not listed as Partner and Partner network sites without express written consent.

1. Candidate Tracking and Referral Parameters

All clicks from Partner sites and Partner network sites must send the visitor directly to the URL provided in the XML feed in one of two ways:

  1. Single Verification - When a visitor clicks on the job title, description, or view link, the visitor will be delivered directly to the provided URL.

  2. Double Verification - When a visitor clicks on a job title, description, or view link, the visitor is then delivered to a second page on Partners web site or network site which provides further description of the Job. The visitor will then have the opportunity to click on an "Apply" or "View More" link which will then deliver them to the provided URL in the Company XML feed.

Partner sites and Partner network sites shall not force users to register for Partner's or a network's web site in order for the job seeker to search, view, or otherwise be delivered to Company Jobs.

Partner sites and Partner network sites shall not edit the data provided in the XML feed. Data must be presented on an as-is basis with the exception that Partner may shorten the job description to a set number of characters which is disclosed to Company.

Partner shall use their best effort to exclude automated traffic such as search engine robots from being counted as traffic or billed click if payment is on a CPC (cost per click) basis. The parties agree that as a result of those best efforts, each click will be a human visitor being delivered to the URL provided in the Company XML feed.

2. Company shall pay Partner for traffic under one of three programs:

  1. PPA (Pay Per Action) - Company shall pay Partner a one-time payout for every successful Candidate registration that Partner delivers to Company sites. In addition, Partner will receive a one-time payout for each Employer/Recruiter that registers and converts into a paying client within thirty (30) days of registration.

  2. PPC (Pay Per Click) - Company will pay Partner an agreed cost for every visitor delivered to Company Jobs from Partner sites or Partner network sites. This option is only offered in special negotiated contracts. All general contracts are defaulted to option A, (PPA).

  3. Free - In some cases, Company will allow a Partner to receive an XML feed from Company with no expectation of payment. Such cases include Partners who are smaller and unable to drive a high volume of qualified applicants. Other scenarios include those cases where a Partner is not able to properly track the PPC traffic. Lack of payment expectation does not modify any other terms of this agreement and Partner agrees to be bound by all remaining clauses contained in this agreement.

There shall be a monthly cap of $1,000. If the monthly cap is achieved in any given month, then the traffic shall be paused by the Partner and thereafter automatically reinstated on the first day of the following month, unless the monthly cap is adjusted in writing by mutual agreement of the parties. Parties can request a cap adjustment by email correspondence.

2. Terms:

During the terms of this agreement, Partner agrees that company will be the sole and exclusive provider of healthcare job posting, job search and resume database graphics, widgets and text ads displayed on approved Partner URL or approved Partner Network. Partner agrees that it will utilize Company's provided graphics, widgets or text ads to be displayed on the URL/s provided to Company and that Partner will not modify such creatives without the express written consent of Company.

Either party may terminate this Agreement with written notice to the other party. Both parties agree that if such written notice is tendered, the Agreement shall be terminated within five (5) days and all jobs removed from Partner sites and Partner Network sites within 24 hours of the termination date.

Partner agrees that if the contract is terminated regardless of cause, Partner shall not contract with a direct competitor of Company for at least 60 days after the date of such formal termination. In the event that the contract is terminated for cause which includes but is not limited to a material violation of this agreement, such agreement shall be terminated immediately by the Company and any balance that has accrued as a result of the term violation shall be forfeited by Partner.

Agent for Partner warrants that it has the authority as Agent to bind the Partner to these Terms and Conditions.

4. Indemnification:

Partner agrees to defend, indemnify and hold harmless Company, its affiliates, partner LLC's and their respective directors, officers, employees, members and agents from any and all losses incurred as a result of any alleged breach of these Terms and Conditions and/or from any losses incurred as a result of a Third-Party Claim, judgment or proceeding.

5. Jurisdiction:

In the event of any breach or alleged breach of this Agreement, the parties agree that the laws of the State of Wisconsin shall govern and that Wisconsin shall have sole jurisdiction in the event of any dispute arising between the parties.

6. Entirety of Agreement:

These terms and conditions and the related application completed on the Company website shall constitute the entire agreement between the parties and shall supersede all previous communications, representations, understandings and agreements either oral or written with respect to the given subject matter.

In the event that any terms or provisions of this Agreement are held to be unenforceable, that portion shall be stricken and the remaining provisions shall remain in full force and effect.

7. Quality Assurance:

Company reserves the right to periodically review the quality of Partner sites and Partner network sites and request removal of Jobs from any Partner site or Partner network sites which fall below Company's standards. In the event Partner refuses to remove Jobs from identified objectionable sites, Company may terminate this agreement immediately upon written notice. Upon termination by Company, Jobs must be removed within 24 hours.

Partner sites and Partner network sites would be defined as below Company's standards in the Company's sole discretion for any of the following reasons:

  1. Pop-up or pop under advertising.

  2. Advertisements which play audio automatically.

  3. Embedded software is present.

  4. Site forces registration by visitor prior to being sent to Company site.

The above list is a few examples of what the Company would identify as unacceptable but is not a complete or limited listing. In the event that Company identifies a site as being unacceptable it shall request Partner to remove such jobs or creatives. Failure by Partner or Partner network sites to remove Company jobs or creatives per the agreement is considered a breach of the agreement and Parties agree that monetary damages are implied and will begin to accrue immediately.

8. Force Majeure:

Excluding payment obligations, neither party will be liable for delay or default in the performance of it's obligations under this agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunicates line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that cancellation of this agreement is in response to paragraph 9, Partner site is responsible for the removal of all Jobs from its sites and Network sites within the stated terms of the Agreement.

To the extent that a force majeure has continued for 5 business days, Company has the right to cancel the remainder of this Agreement without penalty.

9. Limitation of Liability:

Excluding the parties obligations under Section Five (5) or damages that result from a breach of Section Eight (8), Section Ten (10) or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages.

10. Nondisclosure, Data Ownership, Privacy and Laws:

  1. All information delivered to Partner or Partner Network sites from Company shall be considered confidential and proprietary data including all job information and job contact information, as well as, all information pertaining to payment terms between the parties to this agreement. Confidential information shall also include information provided by one party which would reasonably be deemed confidential or proprietary. Confidential information shall not be released by the receiving party to anyone except an employee or agent that has a need to know and who is bound by confidentiality obligations.

  2. Parties shall not use any portion of confidential information provided by the Other for any purpose other than the purpose provided for under this Agreement. Notwithstanding the foregoing, confidential information may be disclosed in response to a valid Court order, or other government body, as otherwise required by law or as necessary to establish the rights of either party under this Agreement, provided that both parties shall stipulate to any orders necessary to protect said information from public disclosure.

  3. All personally identifiable information provided by individual web users who click onto Company's shown jobs can infer that such information is being collected pursuant to Company's posted privacy policy and is the property of the Company and is considered Confidential Information. Any other use of such information must be agreed to in writing by both parties.

  4. Both parties shall comply with all applicable State, Federal and local laws which are relevant to the terms of this Agreement.

11. Assignment or Transfer:

Neither party shall resell, assign or transfer any of its rights or obligations hereunder and any attempt to do so without the other parties prior written approval shall be null and void. All terms and provisions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

12. Notice:

All notice shall be considered delivered here under in three (3) business days after postmark in United States mail, return receipt requested, one (10) business day if by overnight courier and immediately if sent electronically with receipt request. All notices shall be sent to the contact information stated in this Agreement.

13. Survival:

All sections of this Agreement with the exception of Quality Assurance, Assignment of Transfer and Force Majeure shall survive termination or expiration of this Agreement.

14. Logo and Name Use:

Partner shall not use the Company Logo or name in any way to promote Partner's business, job distribution, service, job aggregation service or any related service without prior written consent. This contract does allow the Parties to a non-exclusive, non-transferable, worldwide, fully paid up, royalty free license to use and display relevant trademarks, logos and information of the Parties for promotional purposes agreed to within the contract. The Partner shall provide a list of all URLs that it will be posted to and all additional written marketing materials must be approved by Company prior to placement or distribution.

Failure to comply with these guidelines will result in your account being removed from MedJobCafe.Com for cause and forfeiture of all future payments.

Terms of Use

(Rev. February 24, 2026)

These Terms of Use and Arbitration Agreement (the “Terms”) apply to all websites, portals or pages owned or operated by Aya DART, LLC dba DocCafe (collectively, “DocCafe” or “we”), including those accessible through the domain and subdomains of doccafe.com, medjobcafe.com, nursingjobcafe.com, dentistjobcafe.com, alliedhealthjobcafe.com, pharmacistjobcafe.com, biotechjobcafe.com, hiringopps.com, and interviewopps.com (collectively, the “DocCafe Sites”).

I. GENERAL USES AND RESTRICTIONS

By accessing and using the DocCafe Sites, you agree on your behalf and on behalf of any entity or person on whose behalf you are accessing the DocCafe Sites (collectively, “You”) to abide by the Terms. DocCafe permits You to use and access the DocCafe Sites for lawful purposes only and only in a manner consistent with the Terms. Your agreement to the Terms is a condition of being granted access to and use of the DocCafe Sites. If You do not agree with the Terms, You may not access the DocCafe Sites and must exit the DocCafe Sites immediately. The Terms apply to all visits and use of the DocCafe Sites, as well as to the content, information, recommendations, or services provided or transmitted on or through the DocCafe Sites. By using and accessing the DocCafe Sites, You represent that You are at least 18 years of age, have the authority to enter these Terms on Your own behalf and on behalf of the organization or entity on whose behalf You are using or accessing the DocCafe Sites, and that all information provided by You, including, but not limited to Your identity, contact information, experience, qualifications, available positions, and facility details, is accurate and current. You shall be responsible for any violation of the Terms by You, Your agents, or Your employees.

II. CANDIDATE-SPECIFIC TERMS

For purposes of this Section II of the Terms, (i) “Employers” means individuals and/or organizations seeking Candidates, or seeking to make available information regarding employment openings, on their behalf or other’s behalf; (ii) Candidates” means individuals searching for employment openings or information related to their personal employment or job search; and (iii) all references to “You” shall mean You in Your capacity as a Candidate. As a Candidate, You are permitted to use the DocCafe Sites and its content solely for non-commercial purposes.

A. No Guarantee

DocCafe does not guarantee that You will receive any employment or job offers through the DocCafe Sites and is neither Your employer nor Your agent based solely on Your usage of the DocCafe Sites. DocCafe does not have authority to act or make employment decisions on behalf of Candidates or Employers. Nothing in the Terms or on the DocCafe Sites should be construed as creating an agency relationship between DocCafe and Candidates or DocCafe and Employers.

DocCafe does not guarantee that the information posted to the DocCafe Sites is true or accurate. DocCafe assumes no responsibility, and disclaims all liability for the content, accuracy, completeness, legality, reliability, or availability of any job positions, or other information submitted by any Employer or other user of the DocCafe Sites. Each Candidate is responsible for gathering their own information regarding a position posting prior to entering into any discussion or agreement with a potential Employer.

B. Registration and Personal Information

When You register, the personal information You provide is recorded in DocCafe’s database and you authorize DocCafe to make such information available to Employers and DocCafe’s affiliates. You may change, update or delete Your personal information from the DocCafe Sites at any time. Information that You have posted may have been recorded by Employers. This may result in unsolicited messages from those third parties for which DocCafe is not liable. In certain circumstances, You may have clicked through to the DocCafe Sites through another website; if You provided any information to that linked website prior to arriving onto the DocCafe Sites, DocCafe is not liable for the use of that information. Wherever You reside or from whichever country You are using the services and/or submit information, You consent to use of Your information consistent with DocCafe’s Privacy Policy, in the United States.

C. Posted Candidate Data

Employers can view a Candidate’s posted profile details, contact information, credentials, resume, and curriculum vitae on the DocCafe Sites and its affiliates’ sites. DocCafe offers Candidates a privacy setting that limits the amount of Candidate information that can be obtained by Employers through the DocCafe Sites or its affiliates’ sites. You may want to consider what information You wish to be posted depending on whether Your job search is common knowledge to Your colleagues, current employer or staff.

DocCafe is not responsible for how Your posted information is utilized by those that take it from the DocCafe Sites or its affiliates’ sites. If You choose to post Your information to be open to Employers, those Employer’s users may access Your information and place it in their own company data file. Once Your information has been removed from the DocCafe Sites or its affiliates’ sites and placed in an Employer data file, DocCafe is not able to access or assist in any removal from those outside company files. DocCafe is also not responsible for any use or sale of such information from that point. While You may change privacy settings at any time, changing Your settings will not prevent Employers that already had access to Your information from contacting You.

You agree that You are the only person responsible for posting Your information to the DocCafe Sites and any consequences as a result of such posting is Your sole responsibility.

D. Correspondence

The messaging features of the DocCafe Sites allow Employers to establish direct contact with You (without revealing Your name or identifying information, if You enabled the appropriate privacy settings). You may also be notified automatically of any job opportunities that match Your specialty or geographic preferences. You may choose when and if You want to respond to those messages and opportunities.

Responding to a message or applying to a position may result in an Employer obtaining identifying information directly from Your response. DocCafe is not responsible for any information released by You to an Employer, including any response to correspondence You receive on the DocCafe Sites.

E. Fraudulent Access or Use

Email and online fraud are ongoing concerns for all internet businesses. If You are the recipient of an email that appears to come from DocCafe and is a phishing email, spam or presents a position that seems too good to be true, please contact DocCafe immediately. If You are asked for Your log in information, please do not provide it and contact DocCafe immediately.

III. RESTRICTED SITES; REGISTERED USERS

DocCafe has restricted access to certain portions of the DocCafe Sites (collectively the “Restricted Sites”), to users with legitimate reasons for using such Restricted Sites who have registered with DocCafe or to whom DocCafe has otherwise provided an account, username or password (the “Registered Users”). You agree that the entirety of the Restricted Sites, including, but not limited to their design, source code, databases, content, and data or materials stored on, generated by, created using, or transmitted through them shall be considered Confidential Information, as defined below. You agree that You will only use and access the Restricted Sites for the limited purpose of finding employment or finding a candidate to fill an employment opportunity, providing professional or professional networking information to the other users of the DocCafe Sites, or an existing or prospective business relationship or agreement between You and DocCafe (the “Permitted Uses”).

You agree any username or password used by You to access Restricted Sites is Confidential Information, as defined below. You agree not to use another Registered User’s username and password nor to allow any other person to use the username or password used by You. You are solely responsible for all activity conducted using Your username or password. You will immediately notify DocCafe if You become aware of any loss or theft of Your username or password or any unauthorized use of Your username and password. DocCafe is not liable for any loss or damage arising from Your failure to comply with these obligations. DocCafe reserves the right to reset, lock, delete, or suspend Your account or login credentials at any time and for any reason.

IV. CONFIDENTIAL INFORMATION

When accessing or using the Restricted Sites, You may be able to upload, download, receive, transmit, view, create, enter, access, post, share, display, or otherwise use or access information, documents, or other material that is confidential in nature (collectively “Confidential Information”). Confidential Information includes, but is not limited to: (i) information about employers, including job postings, company profiles, or recruiter contact details, (ii) resume/CV content, cover letters, and other candidate application materials uploaded to the platform, or (iii) communication records between candidates and potential employers or recruiters through the messaging system. You agree to only use Confidential Information for lawful, Permitted Uses or as otherwise permitted by law. You agree to limit access to Confidential Information to only those employees or agents of Yours who reasonably require access to such information for the Permitted Uses. If You provide any Confidential Information to Your employees or agents, You shall require all such employees or agents to abide by these Terms, as well as any applicable laws or agreements relating to such information. You agree that You will be responsible for any breach of any provision of these Terms by Your employees or agents. You shall take all necessary precautions, but not less than a reasonable standard of care, to protect the confidential nature of the Confidential Information, including, without limitation, reasonable security measures and all precautions You use with respect to Your own confidential information.

In the event You or any of Your representatives are requested or required by any government or governmental agency or authority to disclose any of the Confidential Information (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, any informal or formal investigation by any government or governmental agency or authority or otherwise), You will notify DocCafe promptly in writing so that DocCafe may seek a protective order or other appropriate remedy or, in DocCafe’s sole discretion, waive compliance with these Terms. You agree not to oppose any action by DocCafe to obtain a protective order or other appropriate remedy. In the event that no protective order or other remedy is obtained or DocCafe waives compliance with these Terms, You agree to furnish only that portion of the Confidential Information, which You are advised is legally required.

If You discover or are notified of a breach or potential breach of security with respect to any Confidential Information provided or made available by DocCafe, You shall immediately: (i) notify DocCafe of such breach or such potential breach at the address specified below, (ii) immediately investigate such breach or such potential breach and inform DocCafe of the results of such investigation, and (iii) assist DocCafe as reasonably necessary to enforce DocCafe’s rights and to enable DocCafe to comply with any state or federal law requiring the provision of notice of any security breach with respect to the breach.

Notwithstanding any other provision of this Agreement, Confidential Information shall not include any information, data, material, document, patent or idea, which: (i) is within the public domain prior to the time of disclosure or thereafter becomes within the public domain other than as a result of disclosure by You or Your representatives in violation of these Terms; (ii) was, on or before the date of disclosure in Your possession, as shown by You, unless it was acquired by You from a third party who was under an obligation of confidentiality to DocCafe; (iii) is acquired by You from a third party not under an obligation of confidentiality to DocCafe; or (iv) was independently developed by You without the use of Confidential Information or other breach of these Terms.

V. DOCCAFE’S RETENTION OF PROPRIETARY RIGHTS

DocCafe hereby grants You with a limited, revocable, temporary, non-exclusive, and non-transferable ability to access and use the DocCafe Sites in accordance with these Terms. You expressly acknowledge and agree that DocCafe transfers no ownership, intellectual property interest, or title in or to the DocCafe Sites, the Confidential Information, or any information or data contained therein to You or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the DocCafe Sites, unless otherwise indicated, are owned, controlled, or licensed by DocCafe. You may not copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit the DocCafe Sites, DocCafe’s name, DocCafe’s logo, DocCafe’s marks, or any other data or information provided on or through the DocCafe Sites in any manner or use the DocCafe Sites in any manner not expressly permitted by these Terms.

The DocCafe Sites are Copyright © 2026 Aya DART, LLC dba DocCafe. All rights reserved. Your unauthorized use of the DocCafe Sites, Confidential Information, DocCafe logos, names, or marks, or any other information or data contained therein may violate intellectual property or other proprietary rights laws, as well as other laws, regulations, and statutes.

VI. COMPLIANCE WITH APPLICABLE LAWS

You agree to abide by all applicable local, state, national, and international laws, and regulations with respect to Your use of the DocCafe Sites or any Confidential Information or other information obtained by You while using the DocCafe Sites. The Terms are also subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the DocCafe Sites or access or use the DocCafe Sites without complying with such laws, orders, restrictions, or regulations.

VII. ARBITRATION AND CLASS ACTION WAIVER

A. BINDING ARBITRATION

You and DocCafe mutually agree that any and all claims arising out of or relating to Your use of the DocCafe Sites, whether asserted during or following Your use of the DocCafe Sites, will be subject to binding arbitration and not by a lawsuit or resort to court process, including but not limited to any information provided on or documents uploaded to the DocCafe Sites and any activity relating to your application for or seeking employment or engagement with any entity through the DocCafe Sites, including but not limited to any application process, submittal of pre-employment information, or submittal of personal information, whether asserted during or following Your use of the DocCafe Sites. You and DocCafe agree that the binding arbitration required by this Agreement applies to all covered claims arising from Your use of the DocCafe Sites including any past, present or future use of the DocCafe Sites. The claims covered by this Agreement include, but are not limited to, contract claims, quasi-contract claims, equity claims, tort claims, wrongful termination claims, claims of discrimination, harassment or retaliation, wage claims, penalty claims, claims based on or arising out of any policy of DocCafe, claims for breach of confidentiality or misappropriation of trade secrets, claims for injunctive relief, claims alleging breach of privacy rights, and claims based on or alleging violations of the California Labor Code, California Fair Employment and Housing Act, the Americans With Disabilities Act, California Pregnancy Leave Law, California Consumer Privacy Act, or any other applicable public policy, federal, state or other governmental law, constitution, statute, regulation or ordinance. To the extent required by Executive Order 13665, this Agreement only requires arbitration of claims arising under Title VII of the Civil Rights Act of 1964 or any tort related to or arising out of sexual assault or harassment where You voluntarily consent to arbitration after a dispute arises.

This Agreement is binding upon, and inures to the benefit of, the Parties and their respective successors and assigns. In addition, You agree that this Agreement is intended to benefit and may be enforced not only by DocCafe, but also by any of DocCafe’s officers, directors, owners, clients, shareholders, employees, managers, agents, attorneys, insurers, sureties, benefit plans, clients, and its affiliated, related, parent, sister, or associated business entities.

B. Arbitration Procedures

The binding arbitration and selection of a neutral arbitrator will be conducted in conformity with the procedures of the Federal Arbitration Act (9 U.S.C. § 1 et seq.) and the California Arbitration Act (Cal. Code Civ. Proc., § 1280 et seq.), and if You are located outside of California, in accordance with any other applicable arbitration law. The arbitrator shall have the authority to resolve all portions of the dispute, including disputes relating to the interpretation or enforceability of this Section VII, and may utilize procedural motions challenging the legal sufficiency of a claim or defense, such as summary judgment motions, motions for judgment on the pleadings, requests for preliminary injunctions or equitable relief, and similar proceedings. The parties shall be entitled to sufficient discovery to adequately arbitrate their claims and defenses.

The arbitrator will issue a detailed written decision and award resolving the dispute. The arbitrator’s written opinion and award shall decide all issues submitted and set forth the legal principle(s) supporting the decision. The decision or award of the arbitrator shall be final and binding upon the parties. The arbitrator shall have the power to award any type of legal or equitable relief that would be available in a court of competent jurisdiction including, but not limited to attorneys’ fees, when such relief is available under the applicable statute or law. Any arbitral award may be entered as a judgment or order in a court of competent jurisdiction. The parties agree that any relief or recovery to which they are entitled arising out of uses described in Section VII.A above shall be limited to that awarded by the arbitrator.

For claims determined to involve non-waivable statutory rights and to the extent required by law, You will not be required to pay any administrative fees or costs, including arbitrator’s fees, beyond the fees and costs which would have been incurred by You, if any, had the dispute arbitrated under this provision been litigated in state or federal court.

C. WAIVER OF RIGHT TO JURY OR COURT TRIAL

BY USING THE DOCCAFE SITES, YOU ARE GIVING UP YOUR RIGHTS TO HAVE THE CLAIMS DESCRIBED IN SECTION VII.A ABOVE DECIDED IN A COURT OF LAW BEFORE A JURY OR JUDGE, AND INSTEAD ARE AGREEING TO FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR.

WAIVER OF RIGHT TO BRING CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION TO THE FULLEST EXTENT PERMITTED BY LAW, TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND DOCCAFE AGREE THAT NO CLAIM COVERED BY THIS SECTION VII MAY BE PURSUED AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AND ALL SUCH CLAIMS MUST BE PURSUED ONLY ON AN INDIVIDUAL BASIS. Notwithstanding the foregoing, to the extent any Party asserts a representative claim that is determined to be non-waivable, THE PARTIES agree that any and all such representative claims may be asserted and determined only by binding arbitration in accordance with this Section VII.

VIII. PROHIBITED USES; YOUR TRANSMISSIONS

You may not use the DocCafe Sites to send, upload, share, email, post, publish, edit, modify, or otherwise transmit material or information, or use information obtained through the DocCafe Sites, in any manner that: (i) violates any applicable law or regulations; (ii) is false or misleading; (iii) is defamatory, offensive, obscene, harassing, or discriminatory, including on any basis protected by applicable federal, state or local law; (iv) violates or infringes on the intellectual property or privacy rights of any other person, including but not limited to rights arising from copyrights, trademarks, patents, or a person’s likeness; (v) constitutes unsolicited marketing efforts, including “junk email,” “spam,” or chain letters; (vi) interferes with or disrupts the performance of the DocCafe Sites or servers or systems used to host or operate the DocCafe Sites, DocCafe’s servers or systems, or the servers or systems of other users of the DocCafe Sites; or (vii) attempts to circumvent or misuse the user authentication or security measures of the DocCafe Sites.

By sending, uploading, sharing, emailing, posting, publishing, editing, modifying, or otherwise transmitting content to the DocCafe Sites or submitting any content to or through the DocCafe Sites or to DocCafe relating to the DocCafe Sites (including documentation or feedback), You automatically grant (or warrant that the owner of such rights has expressly granted), DocCafe and its affiliates a worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content in any form, medium, or technology now known or later developed. In addition, You warrant that all so-called moral rights in the content have been waived. DocCafe assumes no responsibility for the deletion of or failure to store any posting, transmission, documents, or information stored or submitted on the DocCafe Sites. Notwithstanding the foregoing, this section is not intended to and does not supersede any applicable laws or separate written agreements between You and DocCafe that are signed by an authorized representative of DocCafe, to the extent such laws or agreements restrict or govern DocCafe’s use of confidential information provided by You to DocCafe as part of a business transaction.

DocCafe is not responsible for screening, policing, editing, or monitoring Your or another Registered User’s transmissions, submissions, and postings. Accordingly, DocCafe encourages its Registered Users to use reasonable discretion and caution in submitting or reviewing any transmission or posting. Moreover, DocCafe does not make any representation with respect to, nor does it endorse the accuracy, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by You or any other Registered User. Nevertheless, DocCafe reserves the right to delete or take other action with respect to transmissions or postings (or parts thereof) that DocCafe believes in good faith violate the Terms or are potentially, unlawful, or harmful to DocCafe , its products, services, or goodwill.

IX. PRIVACY POLICY

Your use of the DocCafe Sites may be monitored, including to monitor usage levels, collect data and information, and to ensure compliance with applicable laws and agreements. Accordingly, if You access the DocCafe Sites You acknowledge and consent to DocCafe’s monitoring, collection and use practices. Please see DocCafe’s Privacy Policy for a summary of its practices in this regard.

X. Alleged Copyright Violations

It is the policy of DocCafe to take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws. If You become aware of transmissions or postings that violate these rules or believe Your copyrighted work has been inappropriately used or made accessible through the DocCafe Sites, please notify DocCafe in writing at the address provided below.

XI. LINKS TO OTHER SITES

DocCafe may provide links, in its sole discretion, to other sites on the World Wide Web for Your convenience. These sites have not necessarily been reviewed by DocCafe and are maintained by third parties over which DocCafe exercises no control. Accordingly, DocCafe expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party websites. Moreover, these links do not imply that DocCafe has endorsed any third party, any third-party website, or the products or services provided by any third party.

XII. DISCLAIMER

THE DOCCAFE SITES AND ALL INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON OR THROUGH THE DOCCAFE SITES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. DOCCAFE MAY MAKE MODIFICATIONS AND/OR CHANGES TO THE DOCCAFE SITES OR TO THE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS AVAILABLE ON THE DOCCAFE SITES AT ANY TIME AND FOR ANY REASON. YOU ASSUME THE SOLE RISK OF MAKING USE OF AND/OR RELYING ON THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE DOCCAFE SITES. DOCCAFE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE INFORMATION, SERVICES, PROGRAMS, AND MATERIALS AVAILABLE ON THE DOCCAFE SITES FOR ANY PURPOSE. DOCCAFE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. DOCCAFE ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE DOCCAFE SITES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY FILES OR INFORMATION THAT YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN, OR DISSATISFACTION WITH, THE DOCCAFE SITES OR ANY INFORMATION THEREIN IS TO CEASE USE OF THE DOCCAFE SITES.

MOREOVER, IN NO EVENT SHALL DOCCAFE BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE USE OF, OR ACCESS TO, THE DOCCAFE SITES OR THE DELAY OR INABILITY TO USE THE DOCCAFE SITES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF DOCCAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE DOCCAFE SITES IS TO STOP USING THE DOCCAFE SITES.

NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF DOCCAFE FOR ANY REASON WHATSOEVER RELATED TO YOUR USE OF, OR ACCESS TO, THE DOCCAFE SITES AND ALL INFORMATION AND SERVICES THEREIN, OR WITH THE DELAY OR INABILITY TO USE THE DOCCAFE SITES, INFORMATION, OR SERVICES THEREIN, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).

Applicable law may not allow for limitations on certain implied warranties, or exclusions or limitations of certain damages; solely to the extent that such law applies to You, some or all of the above disclaimers, exclusions or limitations may not apply to You, and You may have certain additional rights.

XIII. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless DocCafe, its affiliates, officers, directors, employees, agents, licensors, clients, and subcontractors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to or arising from: (i) Your use of the DocCafe Sites, (ii) Your violation of the Terms; (iii) Your violation of any third-party rights relating to or arising out of Your use of the DocCafe Sites, or (iv) Your violation of any law or regulation relating to, or arising out of, Your use of, or access to, the DocCafe Sites.

XIV. TERM AND TERMINATION

The Terms shall take effect immediately upon: Your access to, or use of, the DocCafe Sites after the Terms are posted or, if You have executed a separate agreement incorporating or referencing these Terms, the effective date of such agreement. DocCafe reserves the right to modify, change, or disable the DocCafe Sites or Your use of, or access to, the DocCafe Sites, at any time with or without notice. DocCafe shall not be liable for damages in connection with such terminations, disabling, modifications, or changes.

In addition, DocCafe reserves the right to modify or terminate the Terms at any time upon reasonable notice to You. You agree that DocCafe may provide reasonable notice of such modifications by posting the new or modified terms (the “Modified Terms”) on the DocCafe Sites and specifying an effective date that is at least 10 days after the date the Modified Terms are initially posted. You agree that if You continue to use the DocCafe Sites without written objection to DocCafe, You shall be considered to have accepted the Modified Terms as of the effective date stated therein. Such Modified Terms shall apply prospectively only. If the Terms are terminated or modified, these Terms shall apply only to pre-termination or pre-modification use, access, actions, or omissions.

You may terminate any of Your obligations under the Terms at any time by ceasing to use the DocCafe Sites and, if You are a Registered User, by notifying DocCafe of Your desire to terminate Your account. Upon termination, You must destroy all copies of Confidential Information in Your possession, custody, or control, except that You may be permitted to retain a copy of certain Confidential Information to the extent permitted in writing by DocCafe or where You are legally required to retain such records.

XV. NOTICES

All notices, requests, demands or other communications to DocCafe shall be made in writing and shall be addressed to:

Aya DART, LLC dba DocCafe
Attention: Legal
5930 Cornerstone Court West, Suite 300
San Diego, CA 92121

DocCafe may provide notice to You by posting on the DocCafe Sites or otherwise contacting You at Your last known email address or last known mailing address.

XVI. MISCELLANEOUS

  1. The Terms and any claims arising out of or relating to the Terms or Your use of the DocCafe Sites shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflict of law principles. You hereby consent to the exclusive personal jurisdiction in any state or federal court or arbitral forum located in San Diego, California. If any provision of the Terms is held to be invalid, void, or unenforceable, all other provisions shall remain valid and be enforced and construed as if such invalid provision were never a part of the Terms. Unless otherwise provided herein, any dispute, controversy or claim arising out of or relating to this Agreement shall be submitted to binding arbitration before the office of Judicial Arbitration and Mediation Services (“JAMS”) located in San Diego, California, as the exclusive remedy.
  2. You acknowledge that any breach, threatened or actual, of the Terms will cause irreparable injury to DocCafe, such injury would not be quantifiable in monetary damages, and DocCafe would not have an adequate remedy at law. You therefore agree that DocCafe shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any provision of the Terms. Accordingly, You hereby waive any requirement that DocCafe post any bond or other security in the event any injunctive or equitable relief is sought by, or awarded to, DocCafe to enforce any provision of the Terms.
  3. You may not assign Your rights or obligations to any other person or entity without DocCafe’s prior written consent. DocCafe may assign or transfer these Terms, and any rights or obligations under them, including any related accounts, in whole or in part, to any affiliate or to any successor entity as part of a merger, acquisition, corporate reorganization, internal restructuring, or other business transaction.
  4. No waiver, delay, or failure by DocCafe with respect to any right or provision under the Terms shall be deemed a waiver of any other provision or constitute a continuing waiver.
  5. No joint venture, partnership, employment, or agency relationship exists between You and DocCafe as result of the Terms or Your utilization of the DocCafe Sites.
  6. The headings in the Terms are for convenience or reference only and are not to be considered when construing the Terms.
  7. The Terms represent the entire agreement between You and DocCafe with respect to use of the DocCafe Sites. The Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written between You and DocCafe that govern Your use of, or access to, the DocCafe Sites.