MEDIDEX CONNECT SERVICE PROVIDER AGREEMENT

3. Modifications to the Platform or Service Provider Agreement 

Medidex reserves the right to revise or replace the terms of this Agreement at any time at its reasonable and sole discretion (except for Section 11 on dispute resolution, binding arbitration, and waiver of class action rights). This Agreement’s current effective version will be accessible through the Platform and you are responsible for reviewing and becoming familiar with any such revisions or modifications. If a modification to this Agreement is deemed in our sole discretion as a material change, we will inform you with a clearly visible notice on the Platform. Use of the Platform by you after any revision to this Agreement confirms your acceptance of this Agreement as modified. If you do not agree to or accept the updates to this Agreement, your sole and exclusive remedy is to terminate your Account and cease all use of the Platform.

We reserve the right to temporarily or permanently modify, suspend, or terminate the Platform or any associated services (or any part thereof), at any time with or without notice.

4. Account Registration and Eligibility 

Only persons who are at least 18 years old that can form legally binding contracts under applicable law are allowed to apply or participate on the Platform as a Service Provider. By accepting this Agreement you represent and warrant that you are fully compotent and able to enter into the terms, conditions, representations, warranties and obligations set forth in this Agreement and to abide by and comply with this Agreement.

Users who have purchased memberships to the Platform as Customers are not eligible to participate as Service Providers on the Platform while their membership is active. This extends to their immediate family members and those living in the same households.

You represent and warrant that you are fully and properly qualified, licensed, and insured as required by applicable laws or regulations to which you may be subject, in the jurisdiction(s) in which you operate.

To access Service Provider features of the Platform and participate in chats with Customers you must create a Service Provider account (“Account”) . You must provide us with personal information such as your legal name, email address, professional license details and create a password to create an Account. You agree to in all circumstances provide current, complete, and accurate information when registering for an Account and at all other times when using  the Platform. You agree to update any such information to keep it accurate, current, and complete at all times. 

Your are solely responsible for: (1) Safeguarding your password, (2) Any and all activity that occurs on your Account, and (3) Notifying us immediately of any unauthorized use. Medidex is not responsible or liable for any losses by any party caused by an unauthorized use of your Account. Your Account cannot be transferred unless granted written permission by Medidex and in accordance with Medidex’s policies and procedures. If any of your Medidex Accounts have been suspended or terminated, you are prohibited from opening another Account on the Platform.

Medidex may ask you to provide identification or other identifying information about yourself, request and obtain information about your professional credentials and licenses, conduct verifications checks of your identity or background, use third-party sources to verify or search for information about you, and otherwise request or obtain information about you with the intent to protect the integrity, safety and security of the Platform, Medidex, other Users, and the public, as permitted by applicable law,.

5. Rules and Requirements for Service Providers

Service Providers must have an active pharmacist license in good standing in at least one jurisdiction in the United States to use the Platform in the capacity of a Service Provider.

(a) Account registration

By registering for and using a Service Provider account on the Platform, you represent and warrant that you will on a continuous basis provide and maintain information in connection with your Account and registration (including but not limited to your personal information, experience, certifications, licenses, education, and employment, etc.) that is accurate, complete, truthful without limitation, not misleading, and does not misrepresent you in any way. 

(b) Changes in license status

You must notify Medidex immediately (within 24 hours of the change) if any change to your license status occurs such as an active pharmacist license becoming inactive or suspended, by emailing us  connect@themedidex.com. If the change makes you ineligible to be a Service Provider on the Platform (such as an inactive licnese), you must immediately cease interacting with Customers in the capacity of a Service Provider on the Platform until your eligibility is restored.

(c) Conduct of Service Providers

You are obligated without limitation to behave with compassion, politeness, and respect towards other Users as well as Medidex personnel. Any Service Providers found exhibiting rudeness or unprofessional conduct (e.g., threatening behavior) towards others, as determined solely by Medidex, may receive notification of such violations and/or face suspension or termination of their Accounts and authorization to use the Platform. Your responses and Chats must be relevant and related to the question or prompt from the Customer, be appropriate, and refrain from containing inappropriate, objectionable, offensive, harmful, dangerous, inciteful, discriminatory or unlawful content.

(d) Interacting with customers, participating in chats 

You will abide by all laws, rules, regulations, and ethical standards pertaining to your profession. For example, you will not provide any information that would allow unauthorized use or access to an illicit substance, including but not limited to pharmacy operations or illicit administration methods.

You will use at least a reasonable standard of care when using the Platform to interact with Customers and participate in chats. A reasonable standard of care is defined as the higher of: (i) the standard you apply in your profession not conducted on the Platform; or (ii) the standard of care required by your applicable profession.

You acknowledge that Customers may provide ratings of Service Providers who they have interacted with on the Platform. To preserve the integrity of ratings, you shall not ask Customers to submit any ratings.

(e) Information only rule

Service Providers shall provide general information only, not medical advice. They shall not diagnose, treat, or recommend treatment or a course of action that should only be performed or recommended after an in-person examination or meeting, and they shall not act in a manner or engage in a form of communication that would establish a professional-client or patient-provider relationship on the Platform; however, they may do so outside of the Platform.

(f) Personal Information (PI)

Service Providers, as part of using the Platform, participating in Chats, and interacting with other Users, will be exposed to personal information of Customers. Service Providers shall maintain and use all PI in confidence and only in connection with their legitimate activities on the Platform. Service Providers acknowledge and agree to keep PI confidential between them and the Customer and not disclose PI to other parties, unless required by law. For example, and without limitation, you will use any PI obtained about Customers on the Platform strictly to provide your services as authorized by this Service Provider Agreement to the Customer.

(g) Confidential Information (CI)

Service Providers, as part of registering, onboarding, and using the Platform will be exposed to information that is proprietary or unique to Medidex and not accessible to Customers or persons who do not use the Platform (“Confidential Information” or “CI”). Service Providers shall maintain and use all CI in confidence and only in connection with their legitimate activities on the Platform. Service Providers shall not use CI to develop, operate, or participate in any competing service. Service Providers shall not disclose Confidential Information to others who do not have an active Service Provider account on the Platform, unless required by law. For example, and without limitation, you will use any information obtained about functionality of the Platform or internal Medidex methodologies strictly to provide your services as authorized by this Service Provider Agreement.

(h) Service Provider Taxes

You acknowledge and agree, as subject to applicable law in your jurisdiction and pursuant to this Agreement, to your obligation to report all compensation received from Medidex as income. You agree to pay all self-employment and other taxes you may be subject to per applicable law in your jurisdiction. You also acknowledge and agree that you will receive no benefits (e.g. paid vacation, sick leave, medical insurance) from Medidex. If for any reason a Service Provider is reclassified as a Medidex employee by a state or federal agency, court, or arbitrator, the Service Provider will become a reclassified employee. Reclassified employees will receive no benefits from Medidex, other than those mandated by state or federal law. This is true even if the Service Provider would otherwise be eligible for any such benefits by the terms of Medidex’s policies or benefit plans that are in effect at the time of reclassification.

(i) Rules and Prohibitions

By accessing and utilizing the Platform, you agree not to engage in any activities that are unlawful or prohibited in this Agreement, nor any activities that Medidex has not reasonably intended. For instance, you agree to refrain from activities such as but not limited to:

• • • Using the Platform in a way that violates this Agreement or any other agreements or stipulations of using the Platform;
    • Establishing a professional-client or patient-provider relationship on the Platform; 
    • Violating any laws, regulations, or ethical codes you may be subject to;
    • Soliciting personal information from Customers beyond what’s necessary to answer their questions;
    • Using bots or other automated programs on the Platform such as to accept chat requests or interact with Customers;
    • Accessing, extracting, or copying any content or system component or function of the Platform in an unauthorized manner, such as through the use of bots or web scrapers;
    • Accessing the Platform using an unauthorized method or any method other than manually by your own person accessing the Platform through publicly-available access points such as through a web browser or the official mobile application distributed by Medidex using your own Account;
    • Attempting to obtain or reverse engineer the Platform’s source code or any other aspect or functionality of the Platform;
    • Distributing harmful computer programs or viruses on the Platform;
    • Extracting or collecting any system or User data such as personal or confidential information that is not directly related to fulfilling the intended services of the Platform;
    • Using any Account but your own to access the Platform;
    • Manipulating or undermining, or disrupting the credibility of feedback ratings, user reports, or systems on the Platform, such as the submission of false reports regarding other Service Providers;
    • Disguising or untruthfully providing your location;
  • • Creating multiple Accounts on the Platform;
  • • Bypassing, circumventing or avoiding Medidex’s security measures, or attempting to for a reason not authorized by Medidex;
  • • Submitting fraudulent, inaccurate, or offensive content or Chats;
    • Engaging in defamatory, threatening or harassing behavior.
    • Sharing links to affiliate programs or engaging in off-topic content in Chats; 
  • • Advocating for or discussing illegal activities;
  • • Undertaking actions that could violate the law or Platform rules and stipulations of this Agreement;
    • Making unauthorized statements about Medidex on external websites in a manner that can be perceived as having been authorized or approved by Medidex;
    • Implying false affiliations with Medidex such as employment, recommendation, or partnership;
    • Commercializing the Platform or its content without the consent of Medidex;

Violation of this Agreement or its rules such as the ones listed here may lead to the suspension or termination of your Account. Medidex retains the right to remove any Chats and terminate any Accounts at its discretion, and may report unlawful activities to the appropriate authorities. Additionally, Medidex may monitor Platform usage and verify user-provided information, although it is not obligated to do so.

(j) Audits

Medidex reserves the right to conduct periodic audits of Service Providers and their profiles, licenses, and other relevant details. You agree to fully cooperate with such audits, including providing information requested by us in relation to your profile, licenses, and relevant details. You acknowledge that iff you do not provide timely and accurate information your Account may be suspended or terminated.

6. Chats

Chats are not protected by provider-patient, professional-client, or any other privilege.

We reserve the right, without limitation, to utilize your profile details in notifications or messages of any form dispatched to Customers, informing them about your responses and other chat-related activities. You acknowledge and consent that Medidex might transmit notifications to Customers regarding their queries and your responses, bearing your username or profile name (though sent from a Medidex email address or other Medidex controlled communication method on your behalf). For instance, we may inform the Customer that you’ve accepted their chat request, sent them a message, and/or have yet to receive payment. Concerning the Chats you contribute to the Platform, you retain any ownership interest you hold in them, while assuming full responsibility for all Chats you submit to the Platform in any form. You further affirm that you possess all requisite rights to provide such content in the manner in which you do. Medidex reserves the right to remove any or all of your Chats, wholly or partially, at any time, with or without prior notice.

Any and all content or information posted publicly or transmitted privately via the Platform is solely the responsibility of the individual originating such content. Accessing such information and content is done at your own risk, and we bear no responsibility for any errors or omissions therein, nor for any damages or losses you may incur in connection with them. You acknowledge and accept that Medidex may or may not, at its sole discretion, pre-screen Chat Requests and Chats before they are transmitted on the Platform and made available to other Users, although it is under no obligation to do so. Medidex retains the right (but not the obligation) at its sole discretion to decline, relocate, modify, or delete any Chats, including but not limited to those that violate this Agreement or are deemed objectionable in any way. By using the Platform, you may encounter Chat Requests, Chats, and Answers that you find offensive or objectionable. While we may attempt to monitor such content and verify identity of Users, we cannot guarantee the identity of any Users you interact with on the Platform, nor control which Users access the Platform. Therefore, we disclaim any responsibility for your interpretation and use of Chats or any actions you may take as a result of being exposed to them, and you hereby release us from any liability for your acquisition or non-acquisition of Chats through the Platform.

7. Limited License and Proprietary Rights 

Medidex and its licensors retain all rights, title, and interest in and to the Platform, making it their exclusive property. This includes all materials within the Platform, such as software, content, text, images, designs, logos, copyrights, patents, trademarks, audio recordings, photos, videos, music, and associated intellectual property rights. The Platform is safeguarded by copyright, trademark, and other applicable laws in the United States and abroad. You recognize that the Platform’s development, compilation, preparation, selection, and arrangement involve significant time, effort, and financial investment by Medidex and others, constituting valuable intellectual property. Except as expressly stated in this Agreement, you are not granted the right to use the Medidex name or any of its trademarks, logos, domain names, or other distinctive brand features. Any other trademarks, service marks, logos, trade names, and proprietary designations belong to their respective owners.

Provided you fully maintain compliance with the terms of this Agreement, Medidex grants you a limited license to access and use the Platform. This license is non-transferable, non-exclusive, and revocable, subject to Medidex’s discretion. We retain all rights not explicitly granted to you under this Agreement.

8. Getting Paid as a Service Provider

Payment Rate

Customers on Medidex pay for service on a per Chat basis. Service Providers are paid a fee for by participating in Chats submitted by Customers. The current fee for Service Providers is accrued at a rate of $1 per minute of Chat Time. Chat Time is defined as the length of time from when a Customer clicks to start the Chat after the associated Chat has been accepted by a Service Provider to the time the Customer clicks to end the chat with the Service Provider. 

Payment Transfer

Service Providers receive payments accrued on the Platform via Stripe, a third-party payment processor. Service Providers must link their Platform Account to Stripe in order to begin participating in Chats and to receive payments. Total payment to the Service Provider for each Chat session they participate in is calculated upon completion of the Chat by the Customer and automatically reflected in and transferred to the Service Provider’s linked Stripe account, if payment by the Customer is completed successfully. Although Service Provider payment balances and transfers occur automatically through Stripe, they may not be instantaneous. Balance updates may take up to 3 days or longer to reflect in Stripe and completed transfers of funds may take up to 14 days to occur. 

Payment Disputes and Customer Refunds

You consent to Medidex’s right to address Customer complaints as it sees fit, which may include, at Medidex’s discretion, issuing refunds to Customers to resolve disputes. If Medidex opts to refund a Customer, it may request reimbursement from you, the Service Provider, or offset any refunds against future payments due to you from Customers. Medidex also retains the right to resolve any accounting discrepancies with Customers by its sole discretion.

By its sole discretion, if Medidex suspects that any funds paid to an Service Provider originate from suspicious circumstances or a suspicious Customer account, it will conduct an investigation until it reaches a satisfactory resolution, as determined solely by Medidex. This investigation may involve third parties, such as a relevant credit card company. As part of the investigation, Medidex may place a temporarily hold an Service Provider’s account. Medidex will aim to limit any hold placed on a Service Provider’s account during the investigation to a maximum of 90 days, making commercially reasonable efforts to do so.

Payment Disclaimers

You understand and agree that Medidex lacks control over, and therefore provides no representation or warranty, regarding Customers’ capability or willingness to compensate or otherwise complete payment to Service Providers for their participation in Chats. Furthermore, you acknowledge that Medidex never mandates Service Providers to respond to any Chat Requests or participate in any Chats on the Platform.

Medidex does not guarantee the error-free operation of its payment system and disclaims any warranty that is is without error. If a Service Provider encounters an issue with receiving payment or other issue regarding Medidex’s payment system, they should inform Medidex via email at connect@themedidex.com within thirty (30) days of the occurrence. Upon receiving notification of such an issue, Medidex will make reasonable efforts to address any reported payment discrepancies.

9. Agreement Term, Renewal, and Termination

This Service Provider Agreement shall last for an initial term that begins from your acceptance of this Agreement until thirty days after Medidex approves you as an Service Provider on the Platform. Subsequently, it will automatically renew for additional thirty-day periods, beginning on the thirtieth day from the start of the initial term and each subsequent term thereafter, unless either party provides the other with written notice at least ten days prior to the end of the current term, expressing the intention not to renew this Agreement.

If you so choose, you can terminate your Account by sending written notice by email to us at connect@themedidex.com. Normally, terminations become effective within seven  business days after we receive your notice, after which your Account will be shut down, and you won’t have access to it anymore. Outstanding payments as of the termination’s effective date will not be affected by termination of your Account and shall be paid following the same procedure outlined in this Agreement for all other payments, except in instances where it is determined, solely by Medidex, that such payments were accrued through unlawlful or fraudulent means. If you terminate your own Account you are eligible to register for a new Account unless otherwise prohibited by this Agreement, however if your Account is terminated by us you are not entitled to restoration of your Account or any Chats or other data related to your Account. 

Medidex reserves the right to take action on your Account if: (1) this Service Provider Agreement or any other is breached by you, (2) you infringe upon applicable laws, regulations, or rights of third-party , or (3) Medidex has reason to believe it’s necessary and reasonable in order to protect itself, and other Platform Users, or third parties. This action may include, with or without prior notice, suspension or limitation of your Account and/or access to the Platform, removal or deletion of Chats, and/or indefinite termination of your Account and revocation of your privilege to use the Platform. Taking such action does limit any other rights available to Medidex. If suspension, termination, or other restriction of your access to the Platform, or termination of this Agreement by us has occurred, you are prohibited from registering for a new Account or using the Platform through another User’s account.

The provisions in Sections 5(f)-(i), 6-7, and 9-17 of this Agreement, along with any other necessary provisions to enforce those sections, will survive and remain in effect after termination.

10. Indemnity and Release

You consent to indemnify, release hold harmless, and defend Medidex, along with its parent companies, subsidiaries, affiliates, and agents, including all officers, directors, employees, shareholders, and representatives associated with these entities, from any and all losses, liabilities, expenses, damages, costs (including legal fees and court expenses), claims, actions, inquiries, or investigations arising from your use of the Platform, your breach of this Agreement, and any actions or oversights on your part that involve publicity rights, defamation, or invasion of privacy. In the event of any such matter, Medidex reserves the right, at its own expense, to assume exclusive control and management of the defense, and you agree to assist Medidex in such defense.

Should you encounter a disagreement or dispute with one or more other Users of the Platform, you hereby release Medidex, its officers, employees, agents, and successors from any claims, demands, and damages, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, arising from or in connection with such disputes and/or our Platform. If you reside in California, you waive the provisions of California Civil Code Section 1542 that states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

Unless you are a California resident, you hereby waive any rights provisioned by law or statute in the jurisdiction(s) you operate and/or reside that are comparable to those outlined in California Civil Code Section 1542.

11. Dispute Resolution Agreement

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

Preliminary Dispute Resolution

Our Support team is here to assist you with any inquiries or issues you encounter on the Platform and address any concerns you may have. They are typically able to resolve most concerns promptly and to the satisfaction of our Users. Both parties are expected to make their best efforts to settle any disputes, claims, questions, or disagreements through this Support process and engage in negotiations in good faith. This is a prerequisite for either party initiating legal action or arbitration. Failure to participate in this process may result in the imposition of fees against you during arbitration proceedings. Each party must notify the other party in writing of the details of the dispute and all damages claimed to commence initial dispute resolution adequately. This notification should be sent to either the Service Provider’s email address on file with Medidex or legal@themedidex.com, depending on the situation. Upon receiving the notification of dispute, the receiving party has thirty (30) days to respond and the other party has 15 days to reply to the response.

Binding Arbitration

If the parties fail to reach a mutually acceptable solution within 30 days of commencing informal dispute resolution as outlined in the Preliminary Dispute Resolution provision, either party may initiate binding arbitration as the exclusive method to resolve claims, subject to the terms stated below. This agreement to arbitrate constitutes a contract governed by the Federal Arbitration Act, 9 U.S.C. section 1, et seq., and signifies a transaction involving commerce. Specifically, all claims arising from or related to this Agreement (including its formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Platform and any services accessible through it, shall be conclusively settled by binding arbitration administered by American Arbitration Association (AAA) in accordance with its Streamlined Three-Arbitrator Panel Option. This excludes any rules or procedures permitting class or representative actions, although each party will be entitled to at least one deposition unless prohibited by AAA. If AAA is unable to administer arbitration for any reason, either party may petition a court to appoint an arbitrator pursuant to 9 U.S.C. section 5.

With the exception of the provisions set forth in this section, Section 11, the arbitrator, not any federal, state, or local court or agency, shall have sole authority to resolve all disputes concerning the interpretation, applicability, enforceability, or formation of this Agreement. This includes, but is not limited to, any claim that all or part of this Agreement is void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of AAA administrative or arbitrator fees (including their timing and remedies for nonpayment). The arbitrator shall have the authority to grant any relief available in a court under law or equity, and may consolidate claims raised by the same parties into a single arbitration proceeding. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. The arbitrator’s decision shall be written and binding, and may be entered as a judgment in any court of competent jurisdiction. No arbitration decision shall have preclusive effect on issues or claims for any dispute involving anybody who is not a named party to the arbitration.

The Streamlined Arbitration Rules governing arbitration are accessible from the AAA website at www.adr.org or by contacting AAA. If you initiate arbitration pursuant to this Agreement, you will be required to pay non-refundable deposit of $250 to commence the arbitration. If the filing fee for arbitration exceeds the cost of filing a lawsuit, the arbitrator may require Medidex to cover the additional cost. Your own attorneys’ fees are your responsibility unless otherwise provided by the arbitration rules and/or applicable law. If the arbitrator determines the arbitration is not frivolous, Medidex will cover payment of the remaining filing and arbitrator fees for the arbitration, provided your claim is for less than $75,000. For claims exceeding $75,000, fees and costs will be determined in accordance with applicable AAA rules. In certain circumstances, the arbitration rules may allow you to recover attorneys’ fees.

Any claim, demand, or counterclaim asserted in arbitration by either party must sufficiently inform the other party of the claim being assertted, the asserting party’s identity, the and the factual basis of the allegations. The arbitrator and/or AAA may require revision of any demand or counterclaim that fails to meet these requirements. The arbitrator has the authority to impose sanctions under AAA rules for any claims the arbitrator deems improper or frivolous (under the standard set forth in Federal Rule of Civil Procedure 11).

The parties agree that AAA has the discretion to adjust the amount or timing of any administrative or arbitration fees due under AAA Rules as it deems appropriate, provided such modification does not increase your costs, and you waive any objection to such fee modification. The parties further agree that a challenge done in good faith by either party to the fees imposed by AAA does not constitute a breach, default, or waiver of this Section 11 while such remains pending before the arbitrator, AAA, and/or a court of competent jurisdiction.

The parties acknowledge that, in the absence of this mandatory provision, they would have the right to sue in court and have a jury trial. They also understand that, in some cases, the costs of arbitration may exceed those of litigation, and arbitration may have more limited right to discovery than in court.

Venue

Arbitration will occur at any reasonable location within the United States for your convenience. Both you and Medidex consent to the personal jurisdiction of any federal or state court in Delaware for the purposes of compelling arbitration, halting proceedings pending arbitration, or confirming, modifying, vacating, or entering judgment on the arbitrator’s award.

Intellectual Property and Small Claims Court Exceptions

Despite the parties’ agreement to settle all disputes through arbitration, either party reserves the right to initiate legal action in state or federal court to safeguard its intellectual property rights. The term “intellectual property rights” encompasses patents, copyrights, moral rights, trademarks, and trade secrets, excluding privacy or publicity rights. Additionally, either party may choose to resolve disputes within the jurisdiction of a small claims court. Furthermore, either party retains the option to pursue a declaratory judgment or equitable relief in a court of competent jurisdiction to determine if claims are time-barred or eligible for small claims court resolution in your jurisdiction of residence.  A party’s right to arbitration under this agreement is not forfeited is such a relief if pursued.

Class Action Waiver

YOU AND MEDIDEX ACKNOWLEDGE AND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. The parties explicitly waive their right to initiate or participate in class actions or seek relief on a class-wide basis. Regardless of any other provision in these terms, disputes concerning the interpretation, applicability, or enforceability of the Class Action Waiver will only be resolved by a court, not an arbitrator. If a final judicial ruling determines that applicable law prevents the enforcement of the limitations outlined in this paragraph regarding a particular remedy, then only that remedy will be severed from arbitration and may be pursued in court. However, the parties agree that any resolution of remedies exempt from arbitration will be put on hold until the conclusion of any arbitrable claims and remedies.

30-Day Right to Opt Out

You can choose not to be bound by the arbitration and class action waiver provisions outlined in this section by sending a written notice of your decision to opt-out to legal@themedidex.com. If you opt out of these arbitration provisions, Medidex will also not be bound by them. Notice of opt-out must be sent within the later of 30 days of April 28, 2024 or your initial use of the Platform. Failure to do so will result in your agreement to arbitrate disputes as per the terms of this section, Section 11. 

Modifications to Arbitration and Class Action Waiver Section

Medidex will give you a 30-day notice of any modifications impacting the material substance of this section, Section 11. These changes will take effect on the 30th day after you are notified. By continuing to utilize the site after this period, you consent that any outstanding or unfiled claims of which you haven’t notified Medidex of are bound by the modified provision.

12. Warranty Disclaimers

Medidex and its licensors or vendors do not provide any warranties, guarantees, or representations regarding the content within or accessible through the Platform. We do not assume responsibility or liability for the legality, decency, completeness, accuracy, or copyright compliance of the material and content available through the Platform. Neither we nor our licensors or vendors make any representations or warranties concerning the suitability or quality of services or products recommended or purchased via the Platform. Any products or services obtained through the Platform, regardless of whether they were based on recommendations or suggestions, are provided on an “AS IS” basis, without any warranties from Medidex or other parties.

YOU ACKNOWLEDGE AND AGREE THAT MEDIDEX HOLDS NO OBLIGATION, YET RESERVE THE RIGHT FOR ANY CAUSE, (A) TO OVERSEE, EVALUATE, AND/OR DELETE CHATS; OR (B) FOR ANY PERMITTED PURPOSE, TO EXECUTE IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL HISTORY) OR REGISTERED SEX OFFENDER INVESTIGATIONS ON ANY SERVICE PROVIDER. THE PLATFORM AND CONTENT ARE SUPPLIED BY MEDIDEX (AND ITS LICENSORS AND VENDORS) ON AN “AS-IS” BASIS, DEVOID OF ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC PURPOSE, NON-INFRINGEMENT, OR THAT USAGE OF THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR THAT THE OUTCOMES OR CONTENT THAT MAY BE ACQUIRED FROM THE PLATFORM WILL BE ACCURATE, COMPLETE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL SATISFY YOUR EXPECTATIONS. NO COUNSEL OR INFORMATION, WHETHER VERBAL OR WRITTEN, ACQUIRED FROM MEDIDEX OR THROUGH THE PLATFORM, SHALL INSTITUTE ANY WARRANTY NOT EXPLICITLY DECLARED HEREIN.

YOU BEAR SOLE AND FULL RESPONSIBILITY FOR ALL YOUR CHATS, INTERACTIONS, AND COMMUNICATIONS WITH FELLOW USERS AND INDIVIDUALS YOU COMMUNICATE OR ENGAGE WITH THROUGH THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER. YOU UNDERSTAND THAT MEDIDEX MAY NOT SCRUTINIZE OR SCREEN CHATS AND CHAT REQUESTS. MEDIDEX OFFERS NO ASSURANCES OR WARRANTIES REGARDING THE CONDUCT OF USERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS. YOU COMMIT TO EXERCISING REASONABLE CAUTION IN ALL YOUR DEALINGS AND ENCOUNTERS WITH FELLOW USERS AND INDIVIDUALS YOU COMMUNICATE OR INTERACT WITH THROUGH THE PLATFORM, ESPECIALLY IF YOU OPT TO MEET OFFLINE OR FACE-TO-FACE AND RENDER OR RECEIVE PROFESSIONAL SERVICES. MEDIDEX EXPLICITLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY ACTS OR OMMISSIONS OF PLATFORM USERS AND/OR THIRD PARTIES.

IN CERTAIN STATES, RESTRICTIONS ON THE DURATION OF IMPLIED WARRANTIES MAY NOT BE PERMITTED, THUS THE AFOREMENTIONED LIMITATIONS MIGHT NOT BE RELEVANT TO YOUR SITUATION.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WITHOUT LIMITATION INCLUDING, CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) SHALL MEDIDEX (OR ITS LICENSORS OR VENDORS) BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY (1) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST INCOME OR PROFITS, LOST GOODWILL, RESULT ACCURACY, WORK STOPPAGE OR SOFTWARE/COMPUTER FAILURE OR MALFUNCTION, OR ANY (2) AGGREGATE AMOUNT THAT IS HIGHER THAN THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY MEDIDEX TO YOU IN CONNECTION WITH THE PLATFORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE APPLICABLE CLAIM. THE LIMITATIONS ON DAMAGES OUTLINED ABOVE ARE ESSENTIAL ELEMENTS OF THE AGREEMENT BETWEEN MEDIDEX AND YOU, AND ARE SIGNIFICANT AND MATERIAL TO MEDIDEX’S DECISION TO ENTER INTO SUCH AGREEMENT. SOME STATES MAY NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, THUS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT BE APPLICABLE TO YOU.

14. Providing Feedback as a Service Provider

When you provide us with any feedback, comments, questions, or suggestions regarding Medidex, the Platform, or us (collectively referred to as “Feedback”), you affirm and warrant that (1) you have the right to disclose such Feedback, (2) the Feedback does not infringe upon the rights of any other individual or entity, and (3) your Feedback does not include the confidential or proprietary information belonging to any third party. By submitting any Feedback, you additionally (a) agree that we are not bound by any obligation of confidentiality, whether express or implied, concerning the Feedback, (b) recognize that we may already be considering or developing something similar to the Feedback, (c) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to utilize, modify, create derivative works from, publish, distribute, and sublicense the Feedback, and (d) waive, and cause to be waived, irrevocably any claims and assertions of moral rights against Medidex and its users associated with such Feedback. This Feedback provision survives and remains effective even after the termination of your involvement in the Platform or this Agreement.

15. Governing Law, Jurisdiction, and Venue

For any dispute exempt from arbitration or within the jurisdiction of a small claims court, both you and Medidex consent to the personal and exclusive jurisdiction, as well as the venue, of the federal and state courts situated in Delaware. Additionally, you agree to accept service of process by mail and waive any jurisdictional or venue defenses otherwise applicable.

The governance of this Agreement and the relationship between you and Medidex shall be subject to the laws of the State of Delaware, irrespective of conflict of provisions of law.

16. Third-Party Sites and Services

Links to third-party sites, services, or resources may be provided on the Platform or in Platform content such as in Chats. Medidex does not have control over third-party content and you acknowledge agree that Medidex is not responsible or liable and does not endorse any third-party sites, services, or resources or their content that may be present on the Platform. Medidex shall not be directly or indirectly responsible or liable for any damage or loss alleged or incurred due to the utilization or reliance upon such external third-party sites, services, or resources.

17. Other Provisions

Notices. Medidex reserves the right to provide notice through any reasonable means of communication to ensure you receive the pertinent information. You consent that all notifications, disclosures, and other correspondences we transmit to you electronically fulfill any legal requirement necessitating written communication or specific delivery methods. You also confirm your ability to store such electronic communications in an accessible and unaltered format. For instance, such notifications may include general messages such as banners or popups on the Platform or emails sent to the address registered on your Account. It is your responsibility to maintain accurate Account information to facilitate necessary communication. Any such notice is considered delivered 48 hours after dispatch if electronic means are used, while physical notices (e.g., U.S. Mail) are deemed delivered 7 days after dispatch. With the exception of the “Arbitration and Class Action Waiver” section, you may provide notice to Medidex (deemed received upon Medidex’s receipt) at any time by contacting us in writing to connect@themedidex.com.

Entire Agreement. This Agreement, along with any additional terms, contracts, rules, and conditions Medidex may publish on the Platform, constitutes the complete agreement between you and Medidex regarding your use of the Platform as a Service Provider, superseding any prior agreements, whether oral or written. This Agreement shall prevail in the event of a conflict between any oral or written representations made by Medidex employees or agents and this Agreement (excluding modifications executed in writing by an authorized in-fact Medidex representative of a senior management level). Should there be any inconsistency or conflict among the terms of this Agreement, this Agreement and the Privacy Policy will take precedence over other terms, rules, policies, guidelines, articles, and FAQs on the Platform for Service Providers.

Waiver and Severability of Terms of this Agreement. Medidex’s failure to exercise or enforce any right or provision in this Agreement does not waive that right or provision. If an arbitrator or court of competent jurisdiction finds any provision of this Agreement invalid, the parties still agree that the arbitrator or court should strive to uphold the parties’ intentions as expressed in the provision, and the remaining provisions of this Agreement will remain valid and fully effective.

Assignment. You cannot transfer or sublicense this Agreement without our prior written consent, as it is specifically personal to you. However, we reserve the right to transfer or delegate any of our rights and obligations outlined in this Agreement without requiring consent.

No Third-Party Beneficiaries. You acknowledge and agree that there are no beneficiaries from third parties to this Agreement.unless explicitly stated otherwise in this Agreement. 

Statute of Limitations. You acknowledge that any claim or cause of action stemming from the use of the Platform or this Agreement, despite any statute or law to the contrary, must be lodged within one (1) year of its occurrence, or it will be permanently barred. 

Section Titles. Section titles in this Agreement have no legal or contractual effect and are for convenience only.