Please read carefully before using the Medifi website, application, or underlying software and services.
Medifi Medtech Solutions (USA) Limited ("Medifi") provides the following terms of service and conditions, together with any document expressly incorporated herein by reference (collectively, the "Terms of Service"), to inform You (“You”), the end user of the www.medifi.com website (“Site”), the Medifi mobile application (“Application”), the software underlying the Site and Application (“Software”), and any Materials or Documents (as such terms are defined below) issued in connection with the Site, Application and/or Software, whether as a guest or a registered user, of its Terms of Service. Any Site, Application, Software, Materials, Documents or services provided to You in conjunction with the Site or Application will be referred to together as the “Services.” “Materials” mean the Site, Application, Software and their entire contents, features and functionality, including, without limitation, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof. “Documents” or “Documentation” include the Medifi Business Associate Agreement and any other proprietary documents provided to You by Medifi now or hereafter.
1. Welcome
Welcome to the our Services. The following Terms of Service govern Your access to and use of the Site, including any content, functionality and services offered on or through the Site, the Application, the Software underlying the Site and Application, and any Materials or Documents issued in connection with the Site, Application and/or Software, whether as a guest or a registered user.
You may use the Site and Software with a supported web browser or mobile device application only after You have (1) have downloaded the Medifi Application from the Apple App Store or other mobile application vendor (if applicable) and (2) registered as a user of the Site and/or Application (as applicable).
The Services are offered and available to users who are 18 years of age or older. By using the Services, You represent and warrant that You are of legal age to form a binding contract with Medifi and meet all of the foregoing eligibility requirements. If You do not meet all of these requirements, You must not access or use the Services. Medifi makes no representation that the information and services provided on the Site and/or Application or through the Services are applicable to, appropriate for, or available in all territories. Accessing the Services from territories where the content is illegal is prohibited.
2. Acceptance of the Terms of Service
Please read the Terms of Service carefully before You start to use the Services. Your access to and use of the Services are conditioned on Your acceptance of and compliance with these Terms of Service. These Terms of Service apply to all visitors, users and others who access or use the Services.
By using any element of the Services, including, without limitation, the Site or Application, or by clicking on the appropriate check box to accept the Terms of Service, You are indicating that You accept and agree to be bound and abide by the provisions of these Terms of Service. If You do not wish to be bound by the Terms of Service, please exit the installation process and do not download, install, copy or use the Site, Application or Software.
3. Definitions
Application shall have the meaning set forth in the Introduction.
Documents or Documentation shall have the meaning set forth in the Introduction.
Health Care Provider shall have the meaning set forth in Section 5.1C..
IP Rights mean (i) patents, pending patent applications, designs, Trademarks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow and confidential information, now existing or hereafter created or acquired, including any and all ownership of the derivative works created therefrom; (ii) all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognized in the future; and (iii) applications, extensions and renewals in relation to any such rights.
Medifi means Medifi Medtech Solutions (USA) Limited, a United States of America corporation with an address at 1483 Sutter St., Unit 606, San Francisco, CA. 94109, and its Affiliates. An Affiliate means a company which controls, is controlled by, or is under common control with Medifi.
Materials shall have the meaning set forth in the Introduction.
Password means a code You select, which, in combination with the User ID, gives You access to Your User Account.
Permissible Commercial Use. Permissible Commercial Use means Your use of the Site, Software or Services for the limited purpose of individual communication with a Health Care Provider or allied health care professional in furtherance of patient care. Unless otherwise legally permissible, additional commercial use of the Site, Software or Services is strictly prohibited without the written permission of Medifi.
Services shall have the meaning set forth in the Introduction.
Site shall have the meaning set forth in the Introduction.
Software shall have the meaning set forth in the Introduction.
Terms of Service shall have the meaning set forth in the Introduction.
Trademarks mean Medifi's name, registered trademarks, marks used in commerce, the Medifi logo, and all related names, logos, product and service names, designs and slogans are trademarks of Medifi or its affiliates or licensors. All other names, logos, product and service names, designs and slogans on or included in the Site, Software or Services are the trademarks of their respective owners.
User Account means the account with User ID and Password that You create for Your use of the Site.
User ID means an identification code You select, which in combination with the Password, gives access to Your User Account.
You shall have the meaning set forth in the Introduction.
4. License and Services
4.1 Subject to these Terms of Service, including the Subscription Terms set forth in Article 5, Medifi hereby grants You a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferable, license to access and use the Services and the Documents and Materials. Medifi may offer certain users a free User Account in its sole discretion. Medifi reserves the right, at any time, to change or increase fees for access to and use of the Services.
4.2 Your access to and use of the Services is conditional upon Your acceptance of and compliance with these Terms of Service, and Your payment of license fees, if any, and any additional terms and conditions that You agree to be bound by from time to time.
4.3 Except as Medifi specifically agrees in writing, You shall be solely responsible for the selection, implementation, and performance of any and all third party equipment, software and telecommunication equipment and services with which You choose to access the Services.
4.4 The use of the Services requires You to be a registered Medifi user and to open a User Account. You can register for a User Account at www.Medifi.com. You shall maintain Your User ID and Password in confidence and shall not permit third parties to use Your User ID or Password.
5. Terms of Medifi Services
5.1 Medifi Services
A. Site is available to You upon acceptance of these Terms of Service.
B. PERPETUAL SUBSCRIPTION. YOUR SUBSCRIPTION IS PERPETUAL, SUBJECT TO MEDIFI CANCELING, IN ITS SOLE DISCRETION, OR NO LONGER OFFERING THE SUBSCRIPTION, OR TERMINATION IN ACCORDANCE WITH SECTION 11.
C. Your Health Care Provider. Your Health Care Provider contracts with Medifi to acquire the right to make use of the Site and/or Application as a platform to engage and interact with You.
Your Health Care Provider does not represent Medifi or its Site or Application, or the Services, in any way. Your Health Care Provider’s use of the Site and Application, as applicable, to consult with You and communicate opinions, counsel, advice, and assessments is not in any way affiliated with Medifi. The correctness, or accuracy of Your Health Care Provider’s opinion is not guaranteed nor endorsed by Medifi.
5.2 Fees; Payment for Purchases
A. Invoicing and Payment. You are solely responsible for all fees for Services incurred by You hereunder. As further consideration for the Services, You are solely responsible for providing current, complete and accurate billing and contact information, including valid credit card information, to Medifi and notifying Medifi of any changes to such information. Any purchases You make through the Site or Application will be debited from the billing account You provide. You will receive notice of payment electronically by email at the address provided in Your account profile. You agree that any unpaid balance due hereunder shall bear interest at the rate of 18% per annum, and that costs of collection, including, without limitation, reasonable attorney fees and all legal fees, including court costs, shall be added as principal amounts to such balance. Medifi reserves the right to modify its’ pricing structure at any time, for any reason, and to implement the new price structure at any time prior to billing You for Your initial payment or for future payments due pursuant to these Terms of Service. You understand that Services may not be provided (including cancellation of any scheduled consultations with Your Health Care Provider) if Your credit card information is inaccurate, invalid or expired. Medifi may charge a fee if You fail to attend or cancel an appointment with a Health Care Provider in accordance with any stated cancellation policy without regard to such Health Care Provider’s independent cancellation policy or fees.
B. Consultation Cancelations. The scheduling calendar for Services, including Health Care Provider Consultations, is based on the time in California, USA (a.k.a. the pacific time zone).
If You are outside of the pacific time zone it is Your sole responsibility, at the time of scheduling a consultation and at the time of attendance of their consultation, to accommodate for any such difference in time. Medifi will not refund or reschedule consultation appointments based on any error made by You based on this issue.
C. Taxes. Unless otherwise stated, Medifi is not responsible for any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction, in connection with Your payment of fees for the Services (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If Medifi has the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Medifi is solely responsible for taxes assessable against Medifi based on its income, property and employees.
6. Use of the Site, Application, Software and Services
6.1 You agree that:
A. You will use the Services, including the Site, Application and Software, only for lawful purposes and in accordance with these Terms of Service, including the terms of Medifi Services set forth in Article 5, the Privacy Policy, and other Documentation.
B. You affirm that You are over the age of 18. If You are under 18 years of age, You are prohibited from access or using the Services, including the Site, Application and underlying Software.
C. You will ensure that any information You provide to Medifi or transmit through use of the Services, is true, accurate, current and complete.
D. You will cooperate with Medifi and provide information requested by Medifi to assist Medifi in investigating or determining whether a breach of these Terms of Service has occurred and provide Medifi with access to Your premises and device(s) where the Site, Application, Software, or Services have been used.
Medifi will have the right to investigate and prosecute violations of these Terms of Service, including infringement of IP Rights, to the fullest extent of the law. Medifi may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service or applicable laws and regulations. You acknowledge that Medifi has no obligation to monitor Your access or any user’s access to or use of the Site, Application, Software, or Services, except as required by applicable laws and regulations, but has the right to do so for the purpose of operating the Site, Application, Software, and Services to ensure user compliance with these Terms of Service, to comply with applicable law, or to comply with an order or requirement of a court, administrative agency or other governmental body. BY UTILIZING THE SITE, APPLICATION, SOFTWARE OR SERVICES, YOU CONSENT TO ALLOW MEDIFI TO ACCESS ANY INFORMATION IN, RECEIVED BY OR TRANSMITTED FROM YOUR USER ACCOUNT.
E. The Site and Application contain functionality that permits You to transmit information and material to other users or persons (collectively, "User Contributions") on or through the Site or Application. In connection with such User Contributions, You agree:
To contribute or otherwise submit all User Contributions through the Site and/or Application in compliance with these Terms of Service.
You are responsible for any User Contributions You submit or contribute, and You, not Medifi, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.
Medifi is not responsible, or liable to any third party, for the content or accuracy of User Contributions posted by You or any other user of the Site and/or Application.
Any User Contribution You post to the Site and/or Application will be considered non-proprietary and, by submitting any User Contribution through the Site and/or Application, You grant Medifi, its Affiliates and service providers, and each of their respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose permissible by applicable law and regulation. You will keep all User Contributions You contribute or otherwise submit through the Site and/or Application confidential in accordance with applicable privacy and security laws and regulations including, without limitation, the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"), and the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”) and the regulations issued pursuant to each.
F. In connection with any User Contributions You contribute or otherwise submit through the Site, You represent and warrant that: You have the right to contribute the User Contribution.
You have the right to grant the license granted above to Medifi, its Affiliates and service providers, and each of their respective licensees, successors and assigns.
All of Your User Contributions do and will comply with these Terms of Service and all applicable laws and regulations.
6.2 Prohibited Uses
A. You agree not to use, or permit any other person to use, the Site, Application, underlying Software or Services:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, HIPAA, the HITECH Act, any laws regarding privacy and security of individually identifiable information, and any laws regarding the export of data or software to and from the United States or other countries).
In breach of any legal duty owed to a third party by You, including, without limitation, a contractual duty, employment obligation or a duty of
confidence.
To commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious acts.
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Service.
To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
To impersonate or attempt to impersonate Medifi, a Medifi employee, another user or any other person or entity, including, without limitation, by using e-mail addresses or user names associated with any of the foregoing.
To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Site, Application, Software, or Services, or which, as determined by Medifi, may harm Medifi or users of the Site, Application, Software, or Services or expose any of them to liability.
To transmit harassing, abusive, libelous, illegal or deceptive messages or information, or unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services.
B. You agree not to:
Use the Site, Application, Software or Services in any manner that could disable, overburden, damage, or impair the Site or Application or interfere with any other party's use of the Site, Application, Software, or Services, including other parties' ability to engage in real time activities through the Site or Application.
Use any robot, spider or other automatic device, process or means to access the Site or Application for any purpose, including monitoring or copying any of the material on the Site or Application.
Use any manual process to monitor or copy any of the material on the Site or Application for any unauthorized purpose without the prior written consent of Medifi.
Use any device, software or routine that interferes with the proper working of the Site or Application.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Site, Application, server on which the Site and
Application is stored, or any server, computer or database connected to the Site or Application.
Attack the Site or Application via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Site or Application.
C. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Site, Application, underlying Software, Materials, Documentation or Your permissible use of the Services.
D. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the IP Rights, Site, Application, Software, Services, or any part thereof except to the extent required by law. 6.3 Content Standards
These content standards apply to any and all of Your User Contributions and use of Site, Application, Software, and Services. Your User Contributions must comply with all applicable Federal, state, local and international laws and regulations. Without limiting the foregoing, Your User Contributions must not:
A. Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
B. Promote any illegal activity, or advocate, promote or assist any unlawful act.
C. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service, and the Privacy Policy.
D. Be likely to deceive any person.
E. Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
F. Impersonate any person, or misrepresent Your identity or affiliation with any person or organization.
G. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
H. Infringe any patent, trademark, trade secret, copyright, IP Rights or other intellectual property or other rights of any other person.
I. Involve commercial activities or sales, such as contests, sweepstakes or other sales promotions, barter or advertising.
J. Give the impression that the User Contributions emanate from or are endorsed by Medifi or any other person or entity, if this is not the case.
6.4 Reliability of Content
A. The information presented by Medifi on or through the Site, Application, Software, and Services is made available solely for general information purposes. Medifi does not warrant the accuracy, completeness or usefulness of such information. Any reliance You place on such information is strictly at Your own risk. Medifi disclaims all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Site, or by anyone whom You may inform of any of its contents.
B. The Site and Application may include User Contributions. All statements, opinions and information expressed in such User Contributions, and all articles and responses to such User Contributions, other than the content provided by Medifi, are solely the responsibility of the person or entity who contributed or otherwise submitted the User Contribution to the Site or Application. These User Contributions are not reviewed by and do not reflect the opinion of Medifi. Medifi is not responsible or liable to You or any third party for the content or accuracy of or reliance on User Contributions.
6.5 Not Medical Advice
Medifi does not offer medical advice or diagnoses or engage in the practice of medicine. The Services are not intended to be a substitute for professional medical advice, diagnosis or treatment and are offered for informational and communication purposes only. Your interaction with Health Care Provider(s) using the Services is not intended to replace Your relationship with Your existing primary care physician or other treating physicians. The Services are designed to enable You to interface with Your Health Care Provider(s) who has (have) agreed to use the Services. For the purpose of clarity, Medifi enables You to remotely interface with Health Care Provider(s); Medifi does not provide medical care. Additionally, Medifi does not represent that the remote interface constitutes a live face-to-face encounter under applicable laws and regulations nor that the remote interface will satisfy any applicable legal and/or regulatory standards requiring an established doctor-patient relationship.
YOU ARE SOLELY RESPONSIBLE FOR ANY DECISIONS YOU MAKE OR ACTIONS THAT YOU TAKE BASED ON THE INFORMATION OR MATERIALS TRANSMITTED OR AVAILABLE THROUGH THE SITE, APPLICATION, SOFTWARE, AND/OR SERVICES. RELIANCE ON ANY SUCH INFORMATION, DOCUMENTATION OR MATERIALS IS SOLELY AT YOUR OWN RISK.
IF THIS IS A MEDICAL EMERGENCY IN THE UNITED STATES, PLEASE IMMEDIATELY CALL EMERGENCY PERSONNEL (911) TO GET PROMPT MEDICAL ATTENTION. IF YOUR EMERGENCY OCCURS OUTSIDE OF THE UNITED STATES, PLEASE IMMEDIATELY CALL THE APPLICABLE EMERGENCY PERSONNEL NUMBER TO GET PROMPT MEDICAL ATTENTION. DO NOT RELY ON ELECTRONIC COMMUNICATIONS FOR ASSISTANCE IN REGARD TO YOUR IMMEDIATE, URGENT MEDICAL NEEDS. MEDIFI’S EMAIL ADDRESS IS NOT DESIGNED TO FACILITATE MEDICAL EMERGENCIES. MEDIFI CANNOT GUARANTEE RESPONSE TIMES IF YOU CHOOSE TO EMAIL MEDIFI IN THE EVENT OF A MEDICAL EMERGENCY.
6.6 Health Care Provider e-Prescribing
Medifi may offer Health Care Providers the ability to electronically prescribe (“e-prescribe”) medication in certain geographic areas. However, the e-prescribing capability may not be available in all United States states and jurisdictions and Medifi makes no representation that e-prescribing practices are permissible in in any particular state or jurisdiction.
In the event that a Health Care Provider utilizes Medifi capabilities to e-prescribe a medication, he/she is obligated to conduct such activities in accordance with all applicable federal and state legal and regulatory requirements and as determined appropriate in such Health Care Provider’s sole discretion and professional judgment. Medifi does not guarantee that a prescription will be issued or that such e-prescription is lawful.
YOU AGREE THAT ANY PRESCRIPTIONS THAT YOU ACQUIRE FROM A HEALTH CARE PROVIDER USING THE SERVICES SHALL BE SOLELY FOR YOUR PERSONAL USE. YOU AGREE TO FULLY AND CAREFULLY READ ALL AVAILABLE PRODUCT INFORMATION AND LABELS AND TO CONTACT YOUR HEALTH CARE PROVIDER AND/OR A PHARMACIST IF YOU HAVE ANY QUESTIONS REGARDING THE MEDICATION OR PRESCRIPTION. YOUR RELIANCE ON ANY PRESCRIPTION ISSUED BY A HEALTHCARE PROVIDER USING THE SERVICES, OR ANY INFORMATION OR MATERIALS OBTAINED IN CONNECTION THEREWITH, IS SOLELY AT YOUR OWN RISK.
6.6 Monitoring and Enforcement of User Contributions
In connection with User Contributions, Medifi reserves the right to:
A. Remove or refuse to transmit any User Contribution for any, or no reason at all, in Medifi's sole discretion; provided, however, that You will be promptly notified of any such refusal or removal by email at the address provided by You in Your User Account.
B. Take any action with respect to any User Contribution that Medifi deems necessary or appropriate in Medifi's sole discretion, including, without limitation, in the event that Medifi believes that any User Contribution violates these Terms of Service, including the Content Standards, infringes any IP Rights or other right of any person or entity, threatens the personal safety of users of the Site and underlying Software or Services or the public or could otherwise create liability for Medifi.
C. Disclose Your identity or other personal information about You to any third party who claims that material posted by You violates their rights, including their intellectual property rights or their right to privacy.
D. Take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site, Application, Software or Services.
E. Terminate or suspend Your access to all or part of the Site and Application, for any reason, or no reason at all, including without limitation, any violation of these Terms of Service.
F. Without limiting the foregoing, Medifi has the right to fully cooperate with any law enforcement authorities or court order requesting or directing Medifi, directly or through its agents or assigns, to disclose the identity or other information of anyone transmitting any information or materials on or through the Site or Application.
G. YOU WAIVE AND HOLD HARMLESS MEDIFI AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY MEDIFI OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY MEDIFI OR SUCH PARTIES IDENTIFIED ABOVE OR LAW ENFORCEMENT AUTHORITIES.
H. Medifi cannot, and does not, undertake to review all User Contributions contributed or otherwise submitted by any users or third party, and cannot ensure prompt removal of objectionable User Contributions after such information or materials have been transmitted. Accordingly, Medifi assumes no liability for any action or inaction regarding transmissions, communications or content contributed or otherwise submitted by any user or third party. Medifi has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
6.7 External Links from Site
If the Site, Application, Software, Materials, Documents or other Medifi communications contain links to external websites, applications and/or resources provided by third parties, these links are provided for Your convenience only. External links may include, but are not limited to, links contained in advertisements, including banner advertisements and sponsored links. Medifi has no control over the content of those externally linked websites, applications and resources, and Medifi accepts no responsibility for such content or for any loss or damage that may arise from Your use of the externally linked websites, applications, resources and corresponding content. If You decide to access any third party websites, applications or resources linked to the Site, Application, Software, Materials, or Documents, You do so entirely at Your own risk and subject to the terms and conditions of use for such externally linked websites, applications and resources.
7. Online Purchases and Other Transactions
All purchases through the Site and/or Application or other transactions for the sale of Software or Services formed through the Site and/or Application as a result of visits made by You are governed by the Terms of Medifi Services, Section 5, which are incorporated herein by reference.
8. IP Rights
8.1 Exclusive Ownership
A. The Materials are owned by Medifi, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
B. Any and all IP Rights, including patents, copyrights, Trademarks, trade secrets, and other IP Rights, in the Site, Application, Software, Materials and the Documentation are and shall remain the exclusive property of Medifi and/or its licensors. You do not acquire hereby any IP Rights or rights in any confidential information or trade secrets in or relating to the Site, Application, Software, Services, or any part thereof. You are entitled only to the limited use of the IP Rights granted to You in these Terms of Service. You will not take any action to jeopardize, limit or interfere with Medifi IP Rights. Any unauthorized use of Medifi IP Rights is a violation of these Terms of Service as well as a violation of intellectual property laws, regulations and treaties.
C. These Terms of Service permit You to use the Site, Application, Software, Materials and Documents and receive Services for limited Permissible Commercial Use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Medifi Site, Application, Software, Materials, Documentation or Services, except as follows:
Temporary computer storage of copies of such information in RAM incidental to accessing or viewing the information;
Files automatically cached by Your Web browser for display enhancement;
The Application is available for download to Your mobile or desktop device. You may download a single copy of the Software underlying the Application to Your mobile or desktop device solely for the limited Permissible Commercial Use described herein, provided that You agree to be bound by the Terms of Subscription entered into on even date herewith.
D. You must not (i) modify copies of any Materials from the Medifi Site, Application, Software, Application or Documentation; (ii) use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text; (iii) delete or alter any IP Rights, including, without limitation copyright, trademark, or other proprietary rights notices from copies of materials from the Medifi Site, Application, Software, Materials or Documentation.
E. You must not access or use any Services or Materials from the Medifi Site, Application, Software or Documentation for any commercial purpose not identified as a Permissible Commercial Use as defined in Section 3 of these Terms of Service. If You wish to make any commercial use of any Services or Materials from the Medifi Site, Application, Software or Documentation, other than that set out herein, please submit a request for such use to support@medifi.com. Medifi may, at its sole discretion, deny such request for any reason or no reason at all.
F. If You print, copy, modify, download or otherwise use or provide any other person with access to any part of the Medifi Site, Application, Software, and Materials and/or Documents in breach of these Terms of Service, Your right to use the Site, Application, Software, Materials, Documents and Services will cease immediately and You must, at Medifi's option, return or destroy any copies of the materials You have made. No right, title or interest in or to the Medifi Site, Application, Software, Materials, or Documents or any content on the Medifi Site, Application, Software, Materials, or Documents is transferred to You, and all rights not expressly granted are reserved by Medifi.
8.2 No Removal of Notices: You shall not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Medifi rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any Materials.
9. Confidentiality.
You acknowledge and agree that Medifi developed the Site, Application, Software, Materials and Documentation at considerable time and expense. The Site, Application, Software, Materials and Documents are confidential to and contain trade secrets of Medifi. You agree to maintain the Site, Application, Software, Materials and Documents in strict confidence and not to disclose or provide access thereto to any person except to those persons with a need for access to exercise the license rights conferred to You under these Terms of Service.
10. Your Privacy.
Medifi is committed to respecting Your privacy and the confidentiality of Your Personal Information. By submitting Personal Information to Medifi, including without limitation Your name, mailing address and e-mail address, You consent to the collection, processing, transmission and disclosure of such Personal Information by Medifi for the purposes of Medifi internal use and specifically the purposes for which such information has been requested, such as billing requirements. The Privacy Policy sets out how Medifi may use Your Personal Information. Medifi reserves the right to modify its Privacy Policyfrom time to time in its sole discretion. Medifi will not sell, trade or rent Your Personal Information to third parties.
11. Term and Termination.
11.1 Effective Date. These Terms of Service shall be effective when You agree to be bound by these Terms of Service, as manifested by your clicking on the appropriate checkbox during sign up.
11.2 Termination for Breach. If You breach any provision of these Terms of Service, Medifi may, in addition to all other rights and remedies provided by these Terms of Service or by law, terminate Your permission to use the Site, Application, Software, Materials, Documentation and/or Services. Medifi will have the right to terminate Your right to use the Site, Application, Software, Materials, Documentation and/or Services if:
A. You fail to comply with or perform a term or condition herein, including the failure to pay any fees when due;
B. You interfere with Medifi customer service or business operations; or
C. You materially contravene any agreement that You may have with Medifi, including without limitation, these Terms of Service, the Privacy Policy , and any other policy of Medifi applicable to Your use of Site, Application, Software, Materials, Documentation and/or Services, www.medifi.com, or otherwise.
11.3 Termination Without Breach. In addition, Medifi may terminate Your right to use the Site, Application, Software, Materials, Documentation and/or Services without any liability whatsoever if:
A. Medifi is prevented from providing any portion or all of the Site, Application, Software, Materials, Documentation and/or Services by any law, regulation, requirement or ruling issued in any form whatsoever by judicial or other governmental body; or
B. The provider of the technology used in conjunction with compatible devices ceases to make the technology available to users of the Medifi Site and/or Application, including the underlying Software.
11.4 Upon termination of Your rights as provided in this Section, You will cease all use of the Site, Application, Software, Materials, and Documentation and Medifi shall cease to provide the Services.
11.5 Medifi shall not have any liability to You arising from or related to the termination of these Terms of Service in accordance with this Section.
12. Changes to the Terms of Service
Medifi reserves the right to make changes to these Terms of Service from time to time in its sole discretion. All changes shall be effective immediately when posted and shall apply to all access and use of the Site, Application, Software, Materials, Documents and Services, as may be applicable. Medifi will provide You with reasonable notice of the change by e-mail (as contemplated by the Notice provision above) or by posting notice of the change at www.medifi.com. If You continue to use the Site, Application, Software, Materials, Documentation or Services more than thirty (30) days after notice of the change has been given, You shall be deemed to have accessed and accepted the Terms of Service and agreed to be bound and abide by the provisions of the Terms of Service. You are expected to check this page from time to time so that You are aware of any changes, as they will be binding on You.
13. Access and Account Security
A. Medifi reserves the right to amend the Site, Application, Software, Materials, Documentation and/or Services it provides to You in its sole discretion without notice. Medifi will not be liable if, for any reason, all or any part of the Site, Application, Software, Materials, Documentation and/or Services Medifi provides to You is out of date or unavailable at any time or for any period. From time to time, Medifi may restrict access to some parts of the Site, Application, Software, Materials, Documentation and/or Services, or the entire Site, Application, Software, Materials, Documentation and/or Services to users, including registered users.
B. You are responsible for making all arrangements necessary for You to have access to the Site and/or Application, and for ensuring that all persons who access the Site through Your internet connection or through Your mobile device are aware of these Terms of Service and comply with them.
C. To access the Site or Application, You will be asked to provide certain registration details, which includes Personal Information (as defined in the Privacy Policy). It is a condition of Your use of the Site and/or Application that all the information You provide or otherwise contribute to the Site, Application or Medifi generally is correct, current and complete. You agree that all information You provide or contribute to Medifi through the Site, Application or other method, is governed by our Privacy Policy, and You consent to all actions taken by Medifi with respect to such information consistent with these Terms of Service and the Privacy Policy.
D. If You choose, or are provided with, a User ID, Password or any other identifier or information as part of the Medifi security procedures, You agree to treat such identifiers and information as confidential, and You agree not to disclose it or them to any other person or entity. You also acknowledge that Your account is personal to You and agree not to provide any other person with access to the Site, Application, or Services using Your User ID, Password or other security identifiers or information. You agree to ensure that You exit from Your User account at the end of each session.
You agree to notify Medifi immediately of any unauthorized access to or use of Your User ID or Password or any other breach of security.
Medifi has the right to disable any User ID, Password or other identifier, whether chosen by You or provided by Medifi or its agent, at any time, in Medifi's sole discretion, for any reason or no reason at all, including if, in Medifi's opinion, You have violated any provision of these Terms of Service or the Privacy Policy.
E. All information that Medifi will collect, transmit or maintain on the Site is subject to the Privacy Policy. By using the Site and/or Application, You consent to all actions taken by Medifi with respect to Your information in compliance with the Privacy Policy.
14. Indemnification.
You shall defend, indemnify, and hold harmless Medifi, its Affiliates, and each of its and its Affiliate's employees, contractors, directors, officers, suppliers, service providers, licensors, successors, representatives, agents and assigns (each a “Medifi Indemnified Party”) from any claims, damages, losses, or expenses (including attorneys’ fees and costs) incurred by any Medifi Indemnified Party in connection with all claims, suits, judgments and causes of action (i) for infringement of patents, IP Rights or other intellectual property or proprietary rights arising from combining with or using any device, system or service in connection with the Site, Application, Software, Materials, Documents and Services or any portion thereof, (ii) for damages arising from Your breach of these Terms of Service, (iii) for libel, slander, defamation or infringement of any third party intellectual property rights with respect to material transmitted by You using the Site, Application, Software, Materials, Documents or Services, or (iv) arising from Your use of the Site, Application, Software, Materials, Documents or Services. No remedy herein conferred upon Medifi is intended to be, nor shall it be construed to be, exclusive of any other remedy provided herein or as allowed by law or in equity, but all such remedies shall be cumulative.
15. DISCLAIMER OF WARRANTIES.
15.1 You understand that Medifi cannot and does not guarantee or warrant that files available for downloading from the Internet, the Site or the Application will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy Your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Medifi Site and Application for any reconstruction of any lost data. MEDIFI WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUS OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS OR SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
15.2 YOUR USE OF THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THROUGH THE SITE AND UNDERLYING SOFTWARE, MATERIALS, DOCUMENTS OR SERVICES IS AT YOUR OWN RISK. THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY OR COMPLETENESS, RELIABILITY, SATISFACTORY QUALITY, AND QUIET ENJOYMENT, OR OTHER WARRANTIES OR CONDITIONS ARISING BY STATUTE, OPERATION OR LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE ARE HEREBY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER TO THE EXTENT PROHIBITED BY LOCAL LAW OR REGULATION. MEDIFI DOES NOT WARRANT THAT THE USE OF THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WILL BE TRANSMITTED WITHIN A REASONABLE PERIOD OF TIME. THIS WARRANTY DISCLAIMER IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MEDIFI. MEDIFI WOULD NOT PROVIDE THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS OR SERVICES ABSENT SUCH DISCLAIMER. NO REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY OF MEDIFI'S LICENSORS UNDER OR BY VIRTUE OF THESE Terms of Service. THERE ARE NO SERVICE LEVEL GUARANTEES WHATSOEVER IN RESPECT OF THE SITE, APPLICATION, SOFTWARE, OR SERVICE.
15.3 WITHOUT LIMITING THE FOREGOING, NEITHER MEDIFI NOR ANYONE ASSOCIATED WITH MEDIFI REPRESENTS OR WARRANTS THAT THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE AND UNDERLYING SOFTWARE OR THE CLOUD THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
15.4 YOU ACKNOWLEDGE AND AGREE THAT MEDIFI AND ITS LICENSORS CANNOT TRANSMIT DATA VIA THE SITE, APPLICATION OR UNDERLYING SOFTWARE IF YOUR DEVICE IS UNREACHABLE (i.e., OUT OF CELLULAR COVERAGE, POWERED OFF, WITHOUT INTERNET CONNECTION, ETC.). MEDIFI WILL ATTEMPT TO TRANSMIT DATA FOR UP TO EIGHT (8) HOURS. THE SITE, APPLICATION, SOFTWARE, AND SERVICES ARE NOT A GUARANTEED MEANS OF NOTIFICATION.
16. LIMITATION OF LIABILITY.
IN NO EVENT SHALL MEDIFI, ITS AFFILIATES, AND EACH OF ITS AND ITS AFFILIATE'S EMPLOYEES, CONTRACTORS, DIRECTORS, OFFICERS, SUPPLIERS, SERVICE PROVIDERS, LICENSORS, SUCCESSORS, REPRESENTATIVES, AGENTS AND ASSIGNS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR INTERRUPTION OF BUSINESS, LOST DATA, LOST PROFITS, OR THE LIKE), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHER THEORY, EVEN IF MEDIFI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY ACTION ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE, APPLICATION, SOFTWARE, MATERIALS, DOCUMENTS, AND/OR SERVICES, OR THE CONTENT THEREOF, AND ANY ITEMS OBTAINED THEREFROM, ANY EXTERNALLY LINKED WEBSITE OR OTHER RESOURCE, ANY CONTENT OF THE SITE, APPLICATION, SOFTWARE, MATERIALS OR DOCUMENTS, OR EXTERNALLY LINKED WEBSITE OR OTHER RESOURCE. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF MEDIFI ARISING OUT OF OR RELATED TO THESE Terms of Service EXCEED THE AMOUNT PAID TO MEDIFI IN RESPECT OF THE SUBSCRIPTION TO THE SOFTWARE AND SERVICES (AS DEFINED IN SECTION 6 HEREIN) GIVING RISE TO THE CLAIM. MEDIFI SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR ANY PARTY CLAIMING BY OR THROUGH YOU FOR THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE SITE, APPLICATION, SOFTWARE, MATERIALS OR DOCUMENTS, OR ANY SERVICES OR ITEMS OBTAINED THEREFROM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
17. Assignment.
Medifi may assign its rights and obligations under these Terms of Service without notice to You. You shall not assign Your rights or obligations under these Terms of Service without the prior written consent of Medifi (such consent may be withheld or conditioned at Medifi’s sole discretion) and any assignment without Medifi’s prior written consent shall be null and void and of no effect.
18. Notices.
All notices required under these Terms of Service will be given as follows:
A. in the case of notices to Medifi, by certified mail, return receipt requested, to the following address: Medifi, 1483 Sutter St., Unit 606, San Francisco, CA 94109, such notice to be deemed effective upon receipt by Medifi; and
B. in the case of notices to You, Medifi may deliver notices to You by e-mail to the e-mail address that You provided to Medifi upon registering for the Site and/or Application, such notice to be deemed effective upon the earlier of (i) twenty-four (24) hours after transmission, or (ii) Your actual receipt of any such e-mail.
19. Force Majeure.
Notwithstanding any other provision of these Terms of Service, no party shall be deemed in default of these Terms of Service for failure to fulfill its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing nonperformance of any obligation by a party to make payment to the other party under these Terms of Service.
20. General Provisions.
20.1 No Third Party Beneficiaries. Except as otherwise specifically stated in these Terms of Service, the provisions herein are for the benefit of the You and Medifi and not for any other person or entity.
20.2 No Waiver. Waiver by You or Medifi of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default.
20.3 Survival. The terms, conditions and warranties contained in these Terms of Service that by their sense and context are intended to survive the performance hereof by either or both parties shall so survive the completion of performance, cancellation or termination of these Terms of Service, which such terms, conditions and warranties shall include, but not be limited to, those provided in sections 2, 4, 5, 6-11, 13-16, and 18-20 of these Terms of Service.
20.4 Geographic Restrictions. Medifi is organized in the state of California, USA. Medifi provides the Site, Application, Software, Materials, Documents and Services for use only by persons residing in the United States. Medifi makes no claims that the Site, Application, Software, Materials, Documents or Services, or any content therefrom, is accessible or appropriate outside of the United States. Access to the Site, Application, Software, Materials, Documents and Services may not be legal by certain persons or in certain countries. If You access the Site, Application, Software and/or Services from outside of the United States, You do so on Your own initiative and risk and You are solely responsible for compliance with local laws and regulations.
20.5 Governing Law and Dispute Resolution. These Terms of Service and all matters relating to the Site, Application, Software, Services and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), are to be construed under the laws of the state of Delaware, USA, excluding any body of law governing conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from application to these Terms of Service. Any disagreement or dispute arising out of or relating to these Terms of Service, or the breach thereof which the parties are unable to resolve after good faith negotiations, if You and Medifi are unable to resolve such disagreement or dispute within thirty (30) days of meeting, shall be settled by final and binding arbitration to be conducted in San Francisco, California, USA.
You and Medifi shall each appoint one arbitrator, and the two arbitrators shall jointly appoint a third arbitrator. You and Medifi shall each bear one half of the costs associated with the arbitration proceedings.
20.6 Severability. If a provision of these Terms of Service is held to be invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Terms of Service, but rather the entire Terms of Service shall be construed as if not containing the particular invalid or unenforceable provision or provisions, and the rights and obligations of each party shall be construed and enforced accordingly.
20.7 Entire Agreement. These Terms of Service constitute the entire agreement between You and Medifi with respect to the subject matter hereof. You acknowledge that You have not relied on any statements or representations made by or on behalf of Medifi in agreeing to enter into these Terms of Service.
Last Revised: August 1, 2019
