Terms and Conditions

Trynomial Solutions LLC, a Michigan limited liability company (the Expeditor), presents the following terms and conditions (these Terms) to you. You — the Requestor— have summoned these Terms by (i) visiting the Expeditor's website (the Website), and (ii) completing the open entries appearing thereon.

1. Procedure.
   1. By entering the Website, the Requestor represents itself as a medical facility, government agency, or other individual, entity or organization having a bona fide need for the assistance offered therein. By that same action, the Requestor has, in addition, advised the Expeditor that the relevant circumstances surrounding a particular physician (a Candidate) call for third-party verification.
   2. The Website's open entries cue two categories of information sought from the Requestor:

      One category encompasses data identifying and describing the Requestor itself, including:

      • the Requestor's contact information as prescribed by the Website,
      • the name of the Requestor's representative, and that individual's e-mail address, and
      • information relevant to the Requestor's on-line payment of the Expeditor's fee (the Fee).

      The other category encompasses data pertaining to the relevant Candidate, including:

      • the legal name of (and all other known names ever assumed by) the Candidate,
      • the type of post-graduate medical training the Candidate claims to have completed,
      • the name of the institution where the Candidate received such training (the Facility), and
      • the dates between which the Candidate purportedly trained at that Facility.
2. Scope.
   1. These Terms will apply to each order submitted by the Requestor via the Website (each, a Request), in lieu of any and all other warranties, disclaimers, covenants or understandings.
   2. By submitting a Request, the Requestor will have hired the Expeditor to communicate with the relevant Facility, toward the Facility's confirmation or denial of a Candidate's training-relevant claims.
   3. The Expeditor will perform that task by engaging intellectual property and proprietary methods driven by (or otherwise corresponding to) the Website (together, the Protocol), in reliance on (and subject to the accuracy of) the assurances given, and the information sent, according to Section 1.
   4. A Request will call for no more than — and the corresponding Fee will purchase no more than — whatever information the identified Facility may provide in response to a petition via the Protocol (Data). The Requestor has no assurance that the Data will reveal more than the Candidate's participation (or not) in the identified training at the identified Facility during the identified time period.
   5. The punctuality, accuracy and completeness of any information transmitted by the Expeditor will depend on the resources and cooperation of the relevant Facility. Therefore, the Facilitator disclaims any obligation to (i) independently marshal any relevant information, or (ii) to evaluate whatever information the Facility may present via the Protocol. Moreover, by placing a Request, and upon the Expeditor's acceptance of that Request, (a) the Requestor will have adopted — and will have promised to fulfill — these Terms, and (b) the Requestor will have accepted the proffered Data and applied the Data, subject to the assurances and disclaimers in Section 6 (collectively, the Warranty).
   6. Each respective Request (as necessarily fleshed out by these Terms) will comprise a single contract between (and only between) the Expeditor and the Requestor (each, a Party).
3. Consideration.
   1. The size of the relevant Fee — payable electronically and in advance — appears on the Website.
   2. The Requestor may supplement the Request by demanding ― and paying the Website-specified premium charged for ― an expedited presentation of Data, to turn a waiting period projected to span ten or more business days into a waiting period projected to span three or fewer business days.
   3. The Requestor may tender payment by any of the on-line methods expressly accommodated by the Website, including, for instance, credit card, interbank wire-transfer, PayPal, or Cash App.
   4. In soliciting and accepting the Fee:
      • The Expeditor will, in the case of credit-card payments, observe the Payment Card Industry Data Security Standard, and, therefore, the Expeditor will honor such mandates as (i) limiting the storage of credit-card information to the minimum practical extent, (ii) duly encrypting such information, (iii) storing neither CVV numbers nor PIN numbers, (iv) restricting internal access to any such information, and (v) erasing such information when no longer needed.
      • The Expeditor will, in the case of interbank wire-transfers, expect the Requestor's bank to honor — and call upon the Expeditor's bank to honor — all relevant rules of by the American Bankers Association and all governing regulations of the U.S. Department of Treasury.
      • The Expeditor will, in the case of transmittals via PayPal, Cash App, or other privately owned on-line payment medium, rely on the particular service's own conventions to ensure (i) the due delivery of funds, and (ii) the secure maintenance of sensitive information.
4. Performance.
   1. The Expeditor will have fully performed its obligation to the Requestor with respect to any one Request, once the Expeditor or Facility forwards the relevant Data to the Requestor via the Protocol.
   2. Thus, the Expeditor will have earned the Fee for any Request, upon fulfilling Subsection 4A.
   3. Subject only to Subsection 4D, the Requestor will have no right to a refund of any of the Fee.
   4. Notwithstanding any contrary implication of Subsection 4C, however, if the Requestor has paid a supplemental sum for expedited service under Subsection 3B, and if the Expeditor fails to meet the relevant deadline, the Expeditor will, as the Requestor's sole redress, refund that supplemental sum.
   5. Subject to Subsection 4D, no liability shall stem from any delay of Data.
   6. Moreover, and notwithstanding the foregoing, the Expeditor will have no liability for any failure to deliver ― or for any delay in delivering ― Data, to the extent such failure or delay arises from causes beyond the Expeditor's reasonable control (including, without limitation, acts of God).
   7. The Expeditor will retain the Data satisfying any particular Request for (and only for) 45 days. Consequently, neither the Requestor nor anyone else will have Expeditor-conferred access to Data after 45 days, without the Requestor's having reinitiated the Protocol upon payment of a new Fee.
5. Assistance. The Expeditor will provide neither advice nor service in support of any Request.
6. Warranty.

   THIS SECTION 6 ALONE CONSTITUTES THE WARRANTY FOR ANY PARTICULAR REQUEST.

   1. Subject to Subsections 6B through 6E, the Expeditor warrants that all Data delivered pursuant to a Request will faithfully reflect the relevant information offered by the relevant Facility via the Protocol.
   2. Consequently, the Expeditor (i) makes no warranty (or other representation) to anyone besides the Requestor, (ii) makes no warranty (or other representation) outside of this Section 6, (iii) disclaims any assurances regarding the punctuality, accuracy or completeness of any conveyed Data, and (iv) references Subsection 2E to reemphasize certain factors that drive the Warranty's limited application.
   3. The Warranty shall expire for any otherwise-actionable claim, unless the Expeditor will have received written notice of the Requestor's complaint, before the earlier of (i) ten days after the Requestor's discovery thereof, or (ii) 90 days after the delivery of Data to the Requestor.
   4. SUBJECT ONLY TO ANY RIGHTS RESERVED TO THE REQUESTOR AS SPECIFIED (AND NOT DISCLAIMED) IN THE FOREGOING SUBSECTIONS OF THIS SECTION 6, THE EXPEDITOR (I) SUPPLIES ALL DATA “AS IS,” (II) MAKES NO OTHER REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO DATA, (III) THEREFORE DISCLAIMS THE WARRANTY OF FITNESS, AND (IV) WILL INCUR NO LIABILITY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF DATA, OR FROM ANY ACT OR OMISSION BY EXPEDITOR.
   5. IN NO EVENT WILL THE EXPEDITOR'S TOTAL LIABILITY FOR ANY CLAIM EXCEED TWICE THE FEE PAID BY THE REQUESTOR PURSUANT TO THE REQUEST UNDER WHICH THE CLAIM AROSE.
7. Indemnity.
   1. The Requestor shall defend, indemnify and hold harmless the Expeditor and the Expeditor's affiliates, employees, members and managers (each, including the Expeditor, an Indemnitee) from and against any and all claims, actions, damages, losses, liabilities, legal fees, and other costs (each, a Liability) incurred by or made against the Indemnitee, if such Liability arises (or otherwise results) from, the Requestor's act, omission, negligence or other misconduct, or breach of these Terms.
   2. Subject to Subsection 6E, the Expeditor shall defend, indemnify and hold harmless the Requestor and the Requestor's affiliates, employees, officers and managers (each, including the Requestor, a Beneficiary) from and against any and all Liabilities, if such Liability (a) relates to Data provided to Requestor pursuant to these Terms, and (b) results from an (actual or alleged) act or omission for which the Warranty would allow the Requestor redress against the Expeditor.
8. Confidentiality.
   1. Each Party (i) shall use all written and oral information obtained from the other Party or from a Facility (Information) solely as needed to fulfill, facilitate, consider or apply the Request, (ii) shall invite access to Information to only officers, managers, employees, physicians and administrators associated with such Party, and (iii) shall in no event invite access to anyone who lacks a bona fide reason to examine such Information in furtherance of the purposes of the Request.
   2. Notwithstanding Subsection 8A:
      1. This Section 8 shall not limit disclosure to — or limit disclosure by — any Facility.
      2. Nor shall any restriction under this Section 8 apply to any good-faith disclosure among (A) personnel associated with the Requestor, or (B) personnel associated with the Expeditor.
      3. No Party need accord any confidentiality to (a) any Information that the relevant Party knew before disclosure by the other Party (or that the relevant Party later learns from a source entitled to disclose the Information without thereby contravening any law or contract), (b) any Information already within the public domain, or (c) any Information thereafter added to the public domain (unless such publicity resulted from the relevant Party's breach of this Section 8).
      4. A Party may make disclosure to the extent required, and to the recipient specified, by law (including the filing of tax returns) or by legal process (including courtroom testimony).
   3. A breach of this Section 8 may precipitate irreparable injury, and so an aggrieved Party may pursue equitable redress — as well as damages — along with a reimbursement of legal fees.
9. Intangibles. No Party will obtain any interest in any copyright, patent, trademark, trade secret, mask work, or other intellectual-property right of the other Party or of any Facility, whether in consequence of (i) these Terms, (ii) any Request, (iii) any other transaction between the Parties, or (iv) otherwise.
10. Control.
    1. The Requestor shall neither obtain, nor shall the Requestor record, nor shall the Requestor attempt to obtain or record, any algorithm, source-code or metadata underlying the Protocol.
    2. The Requestor shall not apply Data to any use lying outside of the evaluation of physicians.
11. Notice.
    1. Parties shall send all notices by overnight courier or internet e-mail to (i) the street address or e-mail address ascribed to the Expeditor on the Website (in the case of the Expeditor), or (ii) the street address or e-mail address entered by the Requestor on the Website (in the case of the Requestor).
    2. A Party may revise its address hereunder, pursuant to ten days of notice to the other Party.
12. Assignment. Any attempted transfer by a Party of any right hereunder without the other Party's written consent shall have no effect and shall lapse as a nullity. However, any mutually approved assignment (i) shall continue to bind both Parties, (ii) shall also bind the assigning Party's successor, and (iii) shall inure to the benefit of only such successor and the non-assigning Party.
13. Miscellany.
    1. These Terms and each Request shall bind only the Parties and their permitted successors.
    2. These Terms and each Request shall benefit only the Parties, their permitted successors and (in the case of Section 7) any relevant Indemnitees and any relevant Beneficiaries.
    3. Michigan law shall apply to the interpretation and enforcement of these Terms and each Request.
    4. Personal jurisdiction over each Party, and mutually convenient venue to adjudicate any Request, shall lie in any court with subject-matter jurisdiction in the Michigan county of Oakland or Wayne.
    5. These Terms ― along with the Requestor's entries placed on the Website ― contain the entire understanding of the Parties regarding their rights and obligations under any particular Request.