Last Updated: [June 1st, 2019]
Terms and Conditions of Use
Thank you for using Thalamus. This Agreement (this “Agreement”) is a legal contract between you and SJ Medconnect, Inc., d/b/a “Thalamus” (“Thalamus” or “we” or “us”) and governs your use of Thalamus’ service, however it is accessed (the “Service”), its website located at www.thalamusgme.com (the “Site)” and any related mobile application, software, documentation, other mobile or web services, sites, and products owned, controlled or offered by Thalamus, (collectively, the “Properties.”). Please read this Agreement carefully. The terms “you” and “user” will refer to all individuals and entities that access the Properties. If you are using the Properties on behalf of an organization, you are agreeing to this Agreement for that organization and your promise to us that you have the authority to bind that organization to this Agreement. In that case, “you” and “your” will also refer to that organization, wherever possible.
BY BROWSING, REGISTERING FOR, ACCESSING, INSTALLING OR USING OR BROWSING THE SERVICE OR ANY OF THE PROPERTIES, INCLUDING ANY UPDATES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree to all of the terms of this Agreement, do not browse, register for, access, install or use any of the Properties.
Thalamus may modify these terms and post a copy of the amended Agreement at www.thalamusgme.com/terms, and potentially at other applicably notated areas in the Properties. We recommend that you periodically check these terms for changes. By accessing, browsing and/or using the Service or any Properties after any updates to the Agreement have been posted, you agree to be bound by the updated terms. If you do not agree to (or cannot comply with) the amended Agreement, your only remedy is to stop using or accessing the applicable Property.
You must be at least 18 years of age to enter into this Agreement and to register for use of the Service.
1. Service Description. The Service provides an online platform designed to enhance elements of the interview scheduling and “Matching” process currently utilized to facilitate application to graduate medical education (“GME”) training programs. Specifically, our Service may be used facilitate better information exchange, connection, interview scheduling and travel arrangements and related connections and services among graduate medical residency and fellowship applicants (“Applicants”) with residency and fellowship program directors and other administrators (“Administrators”) at training programs ( “Programs”) throughout the United States.
2. Accessing the Service. Both Applicants and Administrators may register for Service accounts, learn about and/or use the Service at the Site. Applicants may also be able to access the Service via a downloadable mobile application on compatible versions of their iPhone®, iPad®, or AndroidTM devices (“Devices”). For a list of compatible Devices and any related operating system or other technical requirements, please see our Site.
3. Registration. All Service users will be required to register for the Service and create an account profile, including a username and private password. In addition:
a. Administrators. Administrators will be required to provide details (such as name, available amount of residency spots, ACGME#…etc.) about their specific residency program via designated mandatory fields. We may also provide optional fields that you may populate, including imagery, video and interactive elements in order for you to provide further information to candidates about your Program, its location and related details.
b. Applicants. Applicants will be required to provide certain mandatory information, including their ERAS identification number. We may also provide optional data fields for you to populate, including a public profile that Administrators and other Service users can access. Following registration, in order to apply to a particular Program, Applicants must have received an email invitation to apply to that Program (see “Applicant Interviews and Invitations” below.)
For all users, you are responsible for maintaining the confidentiality of your password and account and all activities that occur in connection with these. You agree to immediately notify Thalamus of any actual or suspected unauthorized use of your account or any other breach of security. You agree that all information that you are required to provide to Thalamus as part of the registration process and otherwise relating to your Service account, including, but not limited to, your name, email address, ACGME or ERAS ID # (as applicable) and/or any academic records is truthful, accurate and complete.
4. Eligible Applicants. In order to register for the Service, GME students must (a) be students in good standing at participating, US GME institutions that are members of the Association of American Medical Colleges (the “AAMC”) and (b) have registered with the Electronic Residency Application Service (“ERAS”) and have a currently valid ERAS ID number;
5. Applicant Interviews and Invitations. To apply to interview for a particular Program, registered Applicants must first apply to interview for that Program via ERAS. After you have applied for a particular Program via ERAS, the Administrator will determine whether to use the Service to invite you to become an Applicant to his or her Program. Administrators must either pull Applicant ERAS data from the ERAS system electronically or input Applicant ERAS data manually. In either case, Administrators will first receive your request to interview and the interview priority ranking that you have assigned to their Program via ERAS. If you are invited to interview to a particular Program, you will receive an email notification from us with an invitation ID. You will be able to confirm or view your Program invitation and use your invitation ID via the Service at the Site and/or your mobile application.
6. Scheduling and Related Services. Invited Applicants and Administrators will be able to use the Properties to assign, select and schedule open interview slots, to learn more information about the Program and its location and, when offered, to access travel related suggestions and planning tools that are relevant for the particular interview. We may also offer tools for Applicants to take notes on and rank particular Programs and/or for Administrators to take notes on and rank particular Applicants, in each case, in order to help them prepare for their National Resident Matching Program® (“NRMP”) matching process. The Service may also offer tools for Administrators and Applicants to communicate with each other directly.
7. Unless specifically agreed to otherwise by Thalamus in writing, Thalamus does not act as a contracting agent or representative of users of the Service, is not a party to any agreements entered into between users as a result of their use of the Properties, and assumes no responsibility for the conduct of users, while utilizing the Property or otherwise.
8. Important Service Limitations and User Responsibilities. The following important limitations apply to your use of the Service:
a. The Service may not be utilized by any specific GME institution and/or by any particular Programs at an institution. It is your responsibility to assess whether a particular institution or Program is participating in the Service.
b. If you use the Service, you must also use the ERAS application tools and NRMP ranking tools to facilitate your interview matching. The Service is meant to supplement and enhance these existing tools, not to replace them. It is your job to ensure that you also utilize the ERAS and NRMP tools to facilitate your match with any Program that you apply to. For clarity, the Service does not actually facilitate your actual Program ranking or match. Any tools offered by the Service to help you with these processes are supplementary.
c. The Service relies on data provided by (i) ERAS, (ii) you, and (iii) the Administrator. We cannot ensure that any of these parties will provide accurate data, will update their data appropriately or will ensure that their software and online APIs and other tools that we rely on function properly. We also cannot guarantee that any persons that use the Service will use it properly, free of error and/or malicious intent.
d. For clarity, we have no affiliation with ERAS, NRMP and/or the ACGME. Your use of their products and services are governed by their own terms and conditions, which we encourage you to review.
e. The Service uses SSL encryption protocols for the transmission of your personal information. However, we cannot guarantee that your information will necessarily be free from hostile action.
f. The Service should only be used in good faith for the purpose of improving your or your Program’s matching process. You may not utilize any add-ons that you develop, automated scripts or other tools not authorized by us and/or ERAS, NRMP, ACGME or your GME institution, to in any way “game” your chances to receive a particular Program interview slot. If we believe that you are abusing the Service, we reserve the right to terminate your (or in the case of a Administrator your Program’s) access to it.
9. Fees. Please contact Thalamus for details regarding pricing for the Services. Please note that we may add or change any fees or charges at any time on a prospective basis. You agree that any submissions you make for electronic purchases constitute your intent and agreement to be bound by the terms of and to pay for such purchases
10. License. Thalamus gives you a personal, worldwide, royalty-free, non-assignable and non- exclusive license to use the Service and any software or other Property associated with it solely to locate and communicate with other users for the purposes of potential medical residency or fellowship interview coordination and scheduling. You acknowledge and agree that Thalamus (or Thalamus’ licensors) own all legal right, title and interest in and to the Properties, including any intellectual property rights which subsist in the Properties (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
11. User Content. All information, data, text, graphics, video, messages or other materials, whether publicly posted or privately transmitted to or via the Service by other users of the Service (“Content”), is the sole responsibility of the user transmitting it. This means that the individual user, and not Thalamus, is entirely responsible for all Content uploaded, posted, emailed, transmitted or otherwise made available by using the Service, as well as for his or her conduct generally while using the Service. We do not control or actively monitor Content and, as such, do not guarantee the accuracy, integrity or quality of such content. You acknowledge that by using the Service, you may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Thalamus be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any Content posted, transmitted or otherwise made available via the Software. By utilizing the Service to create, post, upload, transmit or otherwise make available any Content, you hereby grant Thalamus a revocable, royalty-free, and non-exclusive license to utilize such Content for the sole purpose of enabling Thalamus to provide you with the Service.
12. Suggestions and Improvements. By sending us any ideas, suggestions, documents or proposals about our Properties or otherwise, (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback. Feedback should be submitted to
13. Restrictions on Use. Except as otherwise specifically permitted in this Agreement, you may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Thalamus, in writing; or (b) attempt to disable or circumvent any security mechanisms used by the Service, the Properties or any applications running on the Service’s software or otherwise utilized by or for the Service.
In addition, you agree not to do or attempt any of the following in connection with the Service:
a. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
g. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping) that are designated for such purpose, upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
h. use the Service to solicit users directly for commercial purposes without prior written authorization from Thalamus;
i. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges;
j. interfere with or disrupt the Service, any Properties or servers or networks connected to the Properties, or disobey any requirements, procedures, policies or regulations of networks connected to the Properties; of such Third Party Materials; and (c) does not make any promises to remove Third Party Materials from being accessed through the Properties.
k. intentionally or unintentionally violate any applicable local, state, national or international law;
l. access the Service from territories where its contents are illegal is prohibited (those who choose to access the Service from other locations do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy);
m. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
n. “stalk” or otherwise harass another;
o. use any robot, spider, scraper, or other automated means to access the Service or any Properties for any purpose without the express written permission of Thalamus or bypass robot exclusion files or other measures Thalamus may use to prevent or restrict access to the Service or any Properties; or
p. collect or store personal data about other users, in connection with the prohibited conduct and activities set forth in paragraphs above or otherwise.
14. Confidentiality. You agree that, unless otherwise specifically provided herein or agreed by Thalamus in writing, software, documentation or other elements of the Service or Properties provided to you by Thalamus constitutes confidential proprietary information of Thalamus. You shall permit only authorized employees, who have signed a non-use and non-disclosure agreement in content at least as protective as the provisions hereof, to use the foregoing or to view the related documentation, in each instance pursuant to the terms and restrictions set forth in this Agreement. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Thalamus. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the materials provided to you by Thalamus. You will use your best efforts to cooperate with and assist Thalamus in identifying and preventing any unauthorized use, copying, or disclosure of any of Thalamus’ confidential information.
15. Third Party Materials and Agreements. You may be able to access or use third party software, resources, content, communications or information (“Third Party Materials”) via the Properties. You acknowledge sole responsibility for and assume all risk arising from your access to, reliance upon or use of any such Third Party Materials and Thalamus disclaims any liability that you may incur arising from access to, reliance upon or use of such Third Party Materials via the Properties. You acknowledge and agree that Thalamus: (a) is not responsible for the availability or accuracy of such Third Party Materials; (b) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance upon or use
17. Technical Support. Technical support is provided for the Service via email to firstname.lastname@example.org, and service-impacting issues shall be addressed as quickly as possible by THALAMUS.
18. No Warranty. THE SERVICE AND THE PROPERTIES ARE BEING DELIVERED TO YOU “AS IS” AND THALAMUS MAKES NO WARRANTY AS TO THEIR USE, RELIABILITY OR PERFORMANCE. THALAMUS DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SERVICE AND/OR ANY PROPERTIES. THALAMUS MAKES NO REPRESENTATION OR WARRANTIES THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PROPERTIES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PROPERTIES OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PROPERTIES OR SERVICES WILL BE CORRECTED. IF THE SERVICE OR ANY PROPERTY DOES FUNCTION PROPERLY, THALAMUS DOES NOT WARRANT THAT ANY APPOINTMENTS YOU SCHEDULE THROUGH IT WILL BE MET PROMPTLY OR AT ALL BY THE OPPOSITE PARTY. THALAMUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. YOU AGREE THAT THALAMUS IS UNDER NO OBLIGATION TO CONTINUE PROVIDING THE SERVICE AND THALAMUS HAS THE RIGHT TO UNILATERALLY ABANDON FURTHER DEVELOPMENT OF THE SERVICE OR ANY SUBSIDIARY FEATURE AT ANY TIME AND WITHOUT OBLIGATION OR LIABILITY TO YOU. YOU ASSUME ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF THE SERVICE AND/OR ANY PROPERTIES INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF THE SERVICE AND/OR ANY PROPERTIES AND ASSUME ALL RISKS ASSOCIATED WITH ITS USE.
NO PERSON ACTING ON THALAMUS’ BEHALF HAS ANY AUTHORITY TO MAKE OR CLAIM ANY REPRESENTATION, TERM, PROMISE, CONDITION, STATEMENT, WARRANTY, OR INDUCEMENT (COLLECTIVELY, “INDUCEMENT”) NOT EXPRESSED HEREIN. BY ACCEPTING THESE TERMS AND CONDITIONS, YOU REPRESENT THAT YOU ARE NOT RELYING ON ANY INDUCEMENT THAT IS NOT EXPRESSED IN THIS AGREEMENT.
19. Indemnification. YOU AGREE TO INDEMNIFY AND HOLD THALAMUS AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICE AND/OR ANY PROPERTIES, OR THE INFRINGEMENT BY YOU, OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF ANY PERSON OR ENTITY.
20. Waiver of Subrogation. You waive any rights your insurance company may have to be reimbursed by Thalamus or its representatives for money paid to you or on your behalf.
21. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL THALAMUS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE SERVICE OR ANY PROPERTY, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES CONTAINED IN THE SOFTWARE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR ANY PROPERTY, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE SERVICE OR ANY PROPERTY, OR (VI) ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE OR ANY PROPERTY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY EVEN IF THALAMUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THALAMUS’ LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), SHALL NOT EXCEED THE AMOUNT THAT YOU HAVE ACTUALLY PAID FOR THE SERVICES IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
22. Term and Termination. Unless earlier terminated as set forth below in this paragraph, this Agreement will automatically continue and govern your use of any Properties. Thalamus may terminate this Agreement at any time by providing written notice to you. If you have paid any fees to us and we believe that you have violated any terms of this Agreement or otherwise abused any of our Properties, then such termination may be without notice or refund. We may also terminate your access to the Service, without refund or other recourse to you, if we are required to for legal reasons, we cease to offer the Service, if we think you have abused or misused the Service in any way, or if we shut down our operations or cease to offer the Service or any applicable element of it. We also reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice to you, without any liability to you or to any third party. Any of your rights under this Agreement shall terminate automatically, without notice, if you fail to comply with the terms of this Agreement. Upon any termination of this Agreement, you must discontinue use of the Service and/or any Properties.
23. Copyright Policy.
We respect the intellectual property rights of others and expect our users to do the same. In accordance with the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (the “DMCA”), we will respond expeditiously to claims of copyright infringement committed using the Software if such claims are reported to our Designated Copyright Agent identified in the sample notice below.
DMCA Notice of Alleged Infringement (“Notice”)
Identify the copyrighted work that you claim has been infringed, or if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link or the exact location where such material may be found.
Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
Include both of the following statements in the body of the Notice:
“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to our Designated Copyright Agent:
Copyright Agent, SJ Medconnect, Inc.
77 Alviso Street
Santa Clara, CA 95050
24. Governing Law. This Agreement will be governed by the laws of the United States and the State of California, excluding the application of its conflicts of law rules. You consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in San Jose, California.
25. Severability; No Waiver. If any of the provisions of this Agreement are held to be invalid under any applicable statute or rule of law, they are, to that extent, deemed omitted. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
27. Contact Information. If you have any questions about this Agreement, please contact us at email@example.com.