fbpx

MEDIDEX CONNECT TERMS OF USE

Effective Date: May 2, 2024

THIS IS A BINDING AGREEMENT BETWEEN YOU AND MEDIDEX, INC.  PLEASE READ THIS TERMS OF SERVICE AGREEMENT IN ITS ENTIRETY BEFORE YOU DOWNLOAD, ACCESS OR USE THE MEDIDEX CONNECT PLATFORM, MOBILE APPLICATIONS, WEB PORTALS AND ANY RELATED SOFTWARE, SERVICES AND PRODUCTS.

NOTICE: PLEASE READY CAREFULLY, THIS AGREEMENT INCLUDES A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER DETAILED IN THE DISPUTE RESOLUTION SECTION BELOW WHICH AFFECT YOUR LEGAL RIGHTS. EXCEPT FOR CERTAIN EXCEPTIONS SET FORTH BELOW, YOU WAIVE ANY RIGHTS THAT YOU MAY HAVE TO A TRIAL BY JURY IN A COURT OF LAW OR TO PARTICIPATE IN CONSOLIDATED OR CLASS ACTIONS OR CLASS-WIDE ARBITRATION.

BE AWARE THAT YOUR ACCESS TO AND USAGE OF THE PLATFORM THAT IS DEFINED BELOW ARE SUBJECT TO THE FOLLOWING TERMS CONTAINED IN THIS AGREEMENT; IF YOU DO NOT AGREE TO ANY OR ALL OF THE FOLLOWING TERMS YOU MUST TERMINATE USE OF THE PLATFORM AND MAY NOT UTILIZE OR ACCESS THE PLATFORM IN ANY MANNER.

 

Table of Contents

TERMS OF SERVICE 

These Terms of Use (“Terms” or “Agreement) are a binding legal agreement between you and Medidex, Inc., its subsidiaries, affiliates, divisions, agents, employees, contractors, third party service providers, directors, officers, licensors, and/or representatives (collectively “Medidex, “We,” “Us” or “Our”) and You (“Your”) as a “Visitor” and/or “User” of Medidex’s website located at https://medidex.chat (“Website”), web portal located at https://connect.medidex.io (“Web Portal”), the Medidex Connect mobile application (“App”) and any related website, program, webpage, widget, interactive feature, blog, social network, social network tabs or other online, mobile or wireless offerings that post a link to these Terms of Service no matter how they are accessed (collectively the “Platform”), and any products or services (“Services”) that are marketed, sold, distributed or provided through or in connection with the Platform.

“Customer” refers to the person who submits a chat request on the Platform.

“Service Provider” refers to the person who responds to a chat request on the Platform.

Customer and Service Provider together are “Users”.

These Terms govern your access to and use of the Platform, unless you are acting as a Service Provider or registering to become one, which is governed by the Service Provider Agreement.

Chat requests, responses, questions, answers, conversations, comments, reviews, or any other form of interactions and discussions between Customer and Service Provider on the Platform are referred to as “Chats” or a “Chat”.

By accessing or using the Platform or clicking to accept or agree to these Terms, you (1) agree to and accept these Terms and (2) consent to our Privacy Policy on the collection, use, disclosure and other handling of information, and (3) agree you will comply with all notices, disclaimers, policies, and rules when notified or posted on the Platform.

“You” or “your,” means the individual who accesses, uses, and/or engages with the Platform in any way, as well as their successors, assigns, and heirs. If you use the Platform on behalf of an entity, you represent and warrant that you have the right and authority to represent that organization or entity which will be regarded to have accepted the Agreement as well if accepted by you on its behalf; so, references to “you” and “your” will also apply to that entity’s agents, officers, directors, and employees.

Your access and use of the Platform and/or Services will also be governed by the End User License Agreement and the expressly incorporated notices (“Incorporated Notices”), each of which may be directly accessed by clicking the following links:

End User License Agreement

Copyright and Intellectual Property Notice

Accessibility Statement

Privacy Policy

1. Overview

Medidex operates a platform that connects Customers and pharmacists (Service Providers) for general informational and educational purposes. Medidex itself does not provide any educational, informational, professional services, or advice to Customers beyond informational articles or posts found on our Medidex Connect website and other Medidex websites or social media profiles. Service Providers are solely responsible for the quality and delivery of their services having the sole discretion in how they provide any services on the Platform and are free to choose which customer questions to respond or choose not to respond to any customer questions. Service Providers are independent providers of service and not employees or agents of Medidex. Also, Medidex is not acting as a broker or agent for any Customer, and Customers are solely responsible for payment upon completion of service. Mediating disputes between Customers and Service Providers is not the responsibility of Medidex.

Portions of the Platform are generally publicly available and may be accessed by You or anyone else (“Visitor”) using the Internet or who has downloaded the Medidex Connect App.  Other portions offer additional functionality and services, such as sections that offer you the opportunity to ask questions of Service Providers.  These may only be available to you, as a “User,” when you create a User “Account” after you register with Medidex Connect, by providing requested information, paying the required fee, if any, and logging into the Platform or Services using a unique username and password that you create for that purpose. For further information see Paragraph 6 below.

2. Medidex Connect Platform

The Medidex Connect Platform and Services are an online forum for Customers to connect with Service Providers and engage in Chats with each other. We are not involved in the conversations you may engage in with other Users on the Platform. Medidex shall not be liable for (a) any acts or omissions by you, or (b) a Service Provider’s failure to complete a transaction. You further understand that Medidex’s App, or any site tools or other tools (collectively, “Tools”) offered by Medidex are optional and such Tools are purely offered for convenience and usage of such Tools is not mandatory. You understand certain Tools, such as chatbots, may utilize or be powered by AI language models, and data input into such Tools shall be subject to these Terms, our Privacy Policy, and any other disclosures presented in connection with such Tools. You are solely responsible for transactions you make with Service Provider’s on the Platform, including honoring any payment obligations.

We are not participants in the conversations you may have with other Users on the Platform. We shall not be liable for: (1) Any of your acts or omissions,  (2) Service Providers ability to provide satisfactory service or complete a transaction, (3) content on the Platform that is made by Users such as those within chat requests, conversations, questions, answers, responses, requests for information, profile details, qualifications, comments, and any other locations where Users interact with each other (collectively, “Chats”).  Customers are solely responsible for their interactions with Service Providers on the Platform and completing payment for services provided. 

Medidex does not refer Customers to or endorse or recommend particular Service Providers . Medidex shall not be liable for any acts or omissions of Service Providers, Chats, or the ability of Service Providers to answer questions. We cannot ensure that an Service Provider will complete a transaction. You understand and acknowledge that Medidex cannot and does not edit, modify, filter, screen, monitor, endorse or guarantee the content of Chats. Notwithstanding the foregoing, Medidex reserves the right, but is not obligated, to refuse to facilitate Chat Requests or to remove any Chats and/or remove any User’s access to the Platform for any reason, including violation of these Terms.

Medidex does not endorse or recommend any individual Service Provider or engage in the referral of Customers to Service Providers. Medidex holds no liability for the acts or omissions of Customers, Service Providers, Chats. We cannot guarantee the completion of transactions by a Service Provider or their ability to provide satisfactory service. You acknowledge that Medidex does not modify, monitor, block, promote, or assure the content of Chats. However, Medidex retains the right, though not the obligation, to decline facilitating Chat requests or to delete any Chats and/or restrict any User’s access to the Platform for any reason, such as violation of these Terms.

3. No Medical Advice

THE PLATFORM, WEBSITE, TOOLS AND SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, NOR PREVENT ANY DISEASE NOR DO THEY SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE.

The Platform, Website, Tools and Services may provide statements concerning our User’s prescription medication or medication and general health topics in general. These statements are not reviewed or authorized by physicians or healthcare providers.  Medidex is not responsible for any health problems that may result from use, failure to use or misuse of the Platform, Website, Tools and Services.  The Platform, Website, Tools and Services are NOT intended for emergency situations.  If you have a serious health condition or diagnosis, or if you feel you are in any danger, please call 911 or the appropriate emergency responders. The Platform, Website, Tools and Services are NOT designed for high risk uses or any activities requiring fail-safe performance.

Every Service Provider on the Platform has been verified to have at least one degree specialized in Pharmacy and an active pharmacist license in at least one US jurisdiction.

Verifications and their results are only as accurate as the information provided by Service Provider’s. Medidex cannot guarantee verification results or the identity and truthfulness of Service Provider’s in all instances and therefore cannot and does not guarantee, warrant, or represent the credentials or identities of Users and information provided by Users including Service Providers are accurate, completeness, or truthfulness. You agree Medidex is not liable for any losses or damage stemming from your use of or trust in any content or information contained in Chats.

Chats on the Platform provided by Service Providers are to be used by Customers only for general information purposes. No professional-client or patient-provider relationships shall be formed on the Platform, and forming such a relationship on the Platform is prohibited. Chats are not as a substitute for professional or medical advice or in-person evaluation. Service Providers will provide only general information about medications and general health and will not provide medical advice or recommend any course of action for a Customer. Service Providers do not intend to form, and do not form a provider-patient relationships with Users of the Platform by participating in Chats.  Chats contain limited content and are completed remotely and do not involve in-person evaluations or the safeguards and procedures associated with an in-person evaluation. 

Medidex itself is also not a pharmacy or any form of medical provider, and it does not provide any medical advice, patient evaluations, or recommendations to Users, nor is Medidex a pharmacist referral service. Medidex does not form any provider-client relationship with any User through its chat platform or by any Services we provide.

You acknowledge that by accepting to receive and receiving such Services on the Platform, you agree to the following terms and conditions:

Any Services you receive from a pharmacist or any use of our Platform and Website are for general informational purposes only.  The pharmacist professional from whom you are receiving Services is not acting as your pharmacist or medical provider and may not be licensed in the jurisdiction where you are located.  The Services are not subject to a provider-patient relationship or attorney-client/ accountant-client/doctor-patient privilege. Before applying the Services to your specific situation, you should consult with a professional licensed to practice in your jurisdiction.

Any Service provided by a Service Provider or information available on our Website are solely for general informational purposes. The pharmacist professional offering these services as a Service Provider on the Platform is not assuming the role of your personal pharmacist or medical provider and may not hold a license in your jurisdiction. These services do not establish a provider-patient relationship or any privileges akin to professional-client relationship. It’s advisable to seek advice from a licensed professional in your jurisdiction before applying any guidance to your specific situation.

4. Modification to the Platform or Terms

Except for Section 20, providing for binding arbitration and waiver of class action rights, Medidex reserves the right, at its reasonable and sole discretion, to modify or replace these Terms at any time. Such changes are effective, and you agree to be bound by such changes, when you use or otherwise access the Platform after being notified of the changes, “click” the Accept or Agree button upon accessing or using the Platform, Tools or Services, when you purchase, download or access any Medidex Platform, Tools or Services, or 30 days from the date the changes are posted to Medidex’s Platform, Website, App, or wherever you receive Medidex content, whichever is earliest.  You are responsible for reviewing modifications when notified and becoming familiar with them before continuing to use the Platform. We will notify you as required by law of any changes to these Terms we, in our sole discretion, deem material changes. You must discontinue any and all use of the Platform unless you agree to the modifications.

Medidex reserves the right to, with or without notice, temporarily or permanently, modify, suspend, discontinue, or terminate the services and Platform, in part or in full, at any time. Unless expressly provided for in these Terms (or mandated by law) regarding payments or refunds, Medidex bears no liability to you for any modifications of the Platform including suspension and discontinuance.

5. Eligibility

Access to the Platform or becoming a User is restricted to individuals who are at least 16 years old and capable of entering into legally binding contracts under the applicable law of their jurisdiction. Should we become aware of collecting personal information from children under 16, we will promptly delete such information to comply with legal obligations. If you suspect that a child under 13 has shared personal information with us, please reach out to us at connect@themedidex.com.

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.

6. Accounts and Registration

To access certain features of the Platform you must first register an account (“Account”). As part of the registration process, you will be asked to select a username and password (your “Credentials”). When using the platform you agree to at all times provide accurate, current, and complete information which in no way infringes upon the rights of others. You will also continuously keep such information current and maintain accuracy and completeness of such information. Safeguarding of your Credentials and all activity that occurs on your Account is solely your responsibility, and you agree to notify Medidex immediately of any unauthorized use at connect@themedidex.com.  Medidex is not liable for unauthorized use of your Account and any losses by any party that stem from it. You may be held liable for any losses incurred by Medidex or another party due to someone else using your Credentials.  You agree to indemnify, defend, and hold harmless Medidex and its customers, vendors, third party service providers, affiliates, employees, directors, officers and agents from and against any claims, losses, damages, and other harm arising in connection with the unauthorized use of your Credentials (including without limitation any use by a person or entity other than you, and any use not expressly permitted by these Terms).

You agree to maintain accurate contact and billing details, including your email address, and adhere to all billing protocols by providing and ensuring the accuracy and legality of your billing information within your Account. Transferring your Account is only permissible with written authorization from Medidex and in accordance with Medidex’s established policies and procedures. We reserve the right, but are not obligated (except where required by law), to request Users to furnish identification or credential-related information.

7. Consent to Electronic Communications and Text Messaging

By using the Platform, Tools or Services or providing Personal Information (as defined in the Privacy Policy), to us, you agree that we may communicate with you electronically via email or SMS text message regarding security, privacy, and administrative issues relating to your use of the Platform, Tools or Services, as well as to keep you informed about the Platform, Tools and Services (“Messages and Notifications”). If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Platform, Tools or Service or sending an email or text message to you or other means, as may be required by law.  

By accessing or using the Platform, Tools and/or Services, you agree to receive Messages and Notifications regarding your use of the Platform, Tools and/or Services. While Messages and Notifications are intended to enhance your use of the Services, you may (i) disable push notifications on your Device, and/or (ii) send an email to connect@themedidex.com to stop receiving text messages. Depending on your current carrier plan, you may incur charges for these Messages and Notifications and agree you will not hold, nor participate in any action which seeks to hold, Medidex liable for any charges incurred. You acknowledge that any terms between you and any third-party provider (such as, for example, Apple®, Android™, T-Mobile, or Google) create no obligation or responsibility on the part of Medidex, and that Medidex is not responsible for any failure of warranty by any such third party. Medidex cannot control certain factors relating to message delivery. You acknowledge that depending on your mobile carrier’s service, and/or availability of local Wi-Fi service, and availability of the Internet, it may not be possible to transmit Messages and Notifications to you in a timely manner or at all. We have no liability for transmission delays or failure to deliver Messages and Notifications.

8. Prohibited Conduct

IN ADDITION TO CONDUCT PROHIBITED PURSUANT TO THE END USER LICENSE AGREEMENT, BY USING THE PLATFORM YOU AGREE YOU WILL NOT USE THE PLATFORM FOR UNLAWFUL PURPOSES, PURPOSES THAT ARE PROHIBITED BY THESE TERMS, OR ANY OTHER PURPOSE NOT REASONABLY INTENDED BY MEDIDEX. 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;
    • Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
    • Using the Platform to assist in cheating or plagiarism;
    • 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;
    • Accessing the Platform for the purpose or intent of building a competing or comparable product or service;
    • 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 or untruthful reviews of 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, harassing, or offensive content or Chats;
    • Engaging in defamatory, threatening, libelous 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;

You acknowledge that failure to adhere to these rules or the Terms of Use may lead to action against your Account, such as suspension or termination. You understand and agree that Medidex retains the right to delete any Chats and deactivate any accounts, at its discretion and for any reason, as well as the right to report illegal activities to appriopriate authorities. 

You also acknowledge that Medidex reserves the right to monitor platform usage and verify user-provided information, but is not obligated to do so.

9. Copyright Claims

Please follow the steps in Medidex’s Copyright Policy if you believe your copyright is being infringed. Medidex reserves the right to, at its sole discretion, take action (such as suspension or termination) against User Accounts infringing on others intellectual property.

10. Payments and Refunds

How Payments Work

The Platform facilitates educational and informational interactions between Customers and Service Providers, allowing Customers to connect and communicate with Service Providers. Customers are charged as described on the chat request instructions: (1) the minimum fee ($10) when the Chat is requested which grants up to 5 minutes of chat time; and (2) at a rate of $2 per minute for any Chat Time that exceeds the initial 5 minutes when the chat is marked as completed by the Customer. Payment for the services rendered is divided, with a part allocated to the Service Provider and a part to Medidex.

Chat Time is defined as the length of time from when a Customer clicks to start the Chat after the associated Chat request has been accepted by a Service Provider to the time the Customer clicks to end the Chat with the Service Provider. Customers are required to confirm a chat is complete by clicking a button for the timer of the session to be stopped. Customers are solely responsible for marking Chats as completed when they are finished to finalize the payment total and Medidex is not responsible for excess payments by Customers due to not properly marking a Chat as complete, however Chats that are inactive for a certain period of time will be automatically completed and a final Chat Time and total payment due calculated.

Payments are not refundable except where expressly permitted in these Terms. Medidex reserves the right to change costs to use the Platform at any time. 

Payment Information. 

The Platform uses Stripe as a payment processor and Medidex does not itself store any payment details. When providing payment details, you affirm their accuracy and your authorization to use the provided payment method for all applicable charges. To verify the information provided, we may conduct an authorization hold using your payment details. It’s your responsibility to ensure your payment information is current before participating in a Chat. Failure to pay fees promptly, such as due to credit card expiration or insufficient funds, may result in the suspension or termination of your platform access. We reserve the right to pursue any outstanding amounts related to your platform usage or membership.

Taxes. 

Service Providers, as subject to applicable law in their jurisdiction and pursuant to the Service Provider Agreement, are obligated to report all compensation received from Medidex as income and agree to pay all self-employment and other taxes they may be subject to per applicable law in their jurisdiction of operation.

11. Proprietary Rights

Medidex retains full ownership, all rights, title, and interest in and to the Platform, along with all its components and intellectual property rights. This includes software, images, text, graphics, patents, trademarks, copyrights, and more, which are protected under various laws. You acknowledge the significant investment of time, effort, and resources made by Medidex and others in developing and maintaining the Platform. Except as expressly stated, you do not have the right to use the Medidex name, trademarks, logos, or other brand elements. Any other trademarks or proprietary designations belong to their respective owners.

12. Your Access and Use of the Platform, Tools, Services and Their Content

Subject to your acceptance of, and compliance with these Terms, Incorporated Notices, the End User License Agreement, as may be periodically amended, and payment of any fees due thereunder, Medidex hereby grants you a non-exclusive, non-transferable limited license to access and make personal non-commercial use of the Platform, Tools, Services and their Contents. This license does not entitle You to any resale or commercial use of the Platform, Tools, Services and their Contents; any derivative use of this Platform, Tools, Services and their Contents; any downloading or copying of account information for the benefit of any person; or any use of data mining, robots or similar data gathering and extraction tools, which are expressly forbidden for any purpose whatsoever. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create, derivative works from, transfer, or offer for sale any information contained on, or obtained from Platform, Tools, Services and their Contents, or any portion thereof.  Medidex will investigate and take appropriate legal action, including civil and criminal redress, for any misuse and fraudulent activity on the Website.

13. Additional License Terms That Apply to Medidex Platform

The Platform and its components are licensed, not sold, to you. Your license to use the Platform and to download or obtain through the Apple App Store, the Google Play Store, or other mobile application storefront, portal, or provider, is subject to your prior acceptance of these Terms of Service.

The license granted to you herein by Medidex for the Platform is limited to a non-transferable license to use the Platform on authorized devices. For example, iOS-based App may be used only on devices running iOS (including but not limited to iPad and iPhone) that you own or control. This license does not allow you to use the Platform on any device that you do not own or control, and you may not distribute or make any Platform available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense the Platform and, if you sell your device to a third party, you must remove the Platform from the device before doing so.

The terms of this license will govern any upgrades provided by Medidex that replace and/or supplement the original Platform unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.

The license is effective until terminated by you or Medidex.  Your rights under this license will terminate automatically without notice from Medidex if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Platform and destroy all copies, full or partial, of the Platform.

Any location data provided by the Platform is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, time-delayed, or incomplete location data may lead to death, personal injury, property, or environmental damage.

You may not use or otherwise export or re-export the Platform except as authorized by United States law. We recommend that You consult legal counsel should You have any legal questions about your use of the Medidex Connect Platform or any other matter.

14. Automatic Software Updates

In some circumstances, the App, Platform or Services may automatically communicate with Medidex servers to deliver Platform functionality, to document usage metrics, or to collect Personal Information. Medidex may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve or otherwise modify the performance of the Platform, mobile application and related services (“Software Updates”).  These Software Updates may affect or erase data on the App, Platform or Services, including but not limited to changing or erasing settings that were previously stored thereon.  These Software Updates may be automatically installed without providing any additional notice or receiving any additional consent if you have connected your App or Platform to the Internet. You consent to these automatic Software Updates. If you do not want these Software Updates, do not connect your App or Platform to the Internet. 

You acknowledge and agree that you may be required to install updates for the App, Platform or Services to operate properly and to access all updated features. If Medidex provides further notice or request further consent to an update, the notice or consent may be received or provided by any permitted user of the Platform. Your refusal to accept or install a required update may result in your inability to access or use the Platform, Tools or Services and a termination of these Terms and other agreements between you and Medidex.

15. Agreement Term and Termination 

This Agreement between you and Medidex becomes effective upon your acceptance of these Terms or first download, installation, use, or access the Platform. This Agreement remains in effect until it is terminated in accordance with these Terms by either you or Medidex.

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 fees or payments due 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. 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. For Service Providers, refer to the Service Provider Agreement for instructions on closing your Account.

Medidex reserves the right to, with or without prior notice, modify or discontinue any part or all of the Platform, and to restrict, suspend, or terminate Customers’ accounts, with or without notice, for any reason. 

 If you are a Service Provider, refer to the Service Provider Agreement for details on termination of a Service Provider account.

Survival. Notwithstanding the foregoing, it is anticipated and agreed that Paragraphs 1, 2, 4, 5, 9, 11, 16, 17, 18, 19, 20, 21, 22, 23 and 24 of these Terms, and any other provisions that are necessary to effectuate those sections, shall survive termination to the fullest extent necessary for their enforcement and for the protection of the party in whose favor they operate.

16. Indemnity and Release

 As a condition of access to and use of the Platform 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 or Incorporated Notices or End User License 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.

17. Warranty Disclaimers

You acknowledge and agree that 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 UNDERSTAND AND AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR OWN RISK AND DISCRETION.

TO THE FULL EXTENT PERMISSIBLE BY LAW, MEDIDEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OF QUIET ENJOYMENT, and/or NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. MEDIDEX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PLATFORM, , SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, SOFTWARE, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE PLATFORM, TOOLS OR SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING.

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 MEET YOUR REQUIREMENTS OR EXPECTATIONS, 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.

ANY ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, RECEIVED BY YOU FROM MEDIDEX OR VIA THE PLATFORM, SHALL NOT ESTABLISH ANY WARRANTIES.

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.

18. 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.

19. Exclusion of Incidental, Consequential and Certain Other Damages 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN THE REMEDY SET FORTH IN PARAGRAPH 17 ABOVE, IN NO EVENT SHALL MEDIDEX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PROSPECTIVE BUSINESS ADVANTAGE, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF, IN CONNECTION WITH OR IN ANY WAY RELATED TO THE USE OR MISUSE OF, THE UNAVAILABILITY OF OR INABILITY TO USE THE PLATFORM, TOOLS OR SERVICES, OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT, INCLUDING NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF MEDIDEX, (EXCEPT ARISING EXCLUSIVELY FROM MEDIDEX’S INTENTIONAL CONDUCT OR GROSS NEGLIGENCE) AND EVEN IF MEDIDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20. 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 User’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 20, 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 20 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 May 2, 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 20. 

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 20. 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.

21. Feedback

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.

 

22. 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.

23. 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 directy 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.

24. 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.

25. Contact 

For any questions about these Terms or other questions, you can contact us at connect@themedidex.com.