Terms of Service

for DOCTORS

PHYSICIAN SERVICES AGREEMENT

This is a Physician Services Agreement (the “Agreement”) to be entered into by you (“Physician”) and MEDIFI Medtech Solutions (USA) Limited (“Medifi”), a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, United States of America, with principal address at 1101 Mission Street, San Francisco, CA 94103 (“Provider”).

By checking the box provided for you during Physician registration, you hereby agree to abide by the terms and conditions of this Physician Services Agreement. You warrant that you are a duly licensed and registered physician engaged in the practice of medicine in your applicable jurisdiction.

A breach or violation of any of the terms of this Agreement will result in an immediate termination of your access to our telemedicine platform. You, Physician, may not use our services for any illegal or unauthorized purpose nor may you, in the use of our services, violate any laws of the Republic of the Philippines or the laws of the applicable jurisdiction (including but not limited to copyright laws).

All throughout this Agreement, Provider and Physician may each be referred to herein individually as a “Party” and, collectively, the “Parties.”

Provider is a corporation formed for the purpose of facilitating duly licensed Physicians to offer telehealth services to the End-User via its web and mobile-based telemedicine platform (the “Platform”). Physician is a duly licensed physician who desires to provide Telehealth Services via the Provider’s Platform as an independent contractor of the Provider. Physician desires to engage the Provider to facilitate certain non-medical aspects of the provision of the Telehealth Services, upon the terms and conditions set forth in this Agreement.

I. Definition of Terms

1.1 “Consultation” shall mean any open Telehealth consultation by an End-User received and accepted by the Physician through the Platform.

1.2 “End-User” or “Users” are persons who use the Provider’s Platform to request medical, diagnostics, laboratory, medicine delivery, telehealth service, or any other on-demand services (the “Services”).

1.3 “Electronic Medical Record (EMR)” refers to a computerized medical record used to capture, store, and share information of a patient between healthcare providers in an institution or organization.

1.4 “Electronic Prescription” (ePrescription) refers to either (a) optical electronic data (captured image in pdf, jpeg, or other photo file format) issued by or made by a licensed physician which is generated, sent, received or stored through email and messaging applications or (b) a complete medical prescription with date, generic name and strength and dosage form and total amount of each prescribed drug, and directions issued by a physician to a patient, sent from a mobile number under the possession and control of the physician or his/her hospital or clinic as shall be authenticated by the local pharmacy.

1.5 “Log-In Credentials” shall mean a user specific identification method which may include a personal username, email address, and/or password used to access the Platform for Physicians.

1.6 “Healthcare Providers” refer to any of the following –

1.6,.1 “Physician” refers to all individuals authorized by law or by the appropriate regulatory body to practice medicine in their applicable jurisdiction(s)”;

1.6.2 “Health facility” refers to a public or private facility or institution devoted primarily to the provision of services for health promotion, prevention, diagnosis, treatment, rehabilitation and palliation of individuals suffering from illness, disease, injury, disability, or deformity, or in need of medical and nursing care.

1.7 “Processing” refers to any operation or any set of operations performed upon a patient’s data including, but not limited to, the collection, recording, organization, storage, updating or modification, extraction, retrieval, consultation, use, consolidation, blocking, submission, erasure or destruction of data.

1.8 “Telehealth” refers to the practice of medicine by means of electronic and telecommunications technologies such as phone call, chat, or short messaging service (SMS), audio- and video-conferencing to deliver healthcare at a distance between a patient at an originating site, and a physician at a distant site.

1.9 “Telemedicine Providers” refer to any telemedicine platform developer or service provider who support telemedicine consultation.

2. Scope of Services

2.1 Physician Services and Obligations

2.1.1 Telehealth Services.

2.1.1.1 During the Term (as defined in below), Physician shall provide the Telehealth Services via the Platform pursuant to the terms and subject to the conditions set forth in this Agreement and in accordance with the policies and procedures of the Platform, as the Provider may amend the same from time to time upon prior notice to the Physician.

2.1.1.2 In providing Telehealth Services, Physician shall follow the standards of practice of medicine as defined under applicable laws and regulations which, with respect to Philippine-licensed physicians, may include Republic Act 2382 or The Medical Act of 1959 and its Implementing Rules and Regulations, the Philippine Medical Association Code of Ethics and other applicable policies and guidelines, taking into account the absence of a physical contact. Physician shall uphold the same standards of care as in a face-to-face consultation but within the intrinsic limits of telemedicine.

2.1.2 Upon receipt and acceptance of the Physician of a Consultation request through the Platform, the Physician shall ensure that the Consultation shall be completed and the Physician shall accordingly tag such Consultation as completed.

2.1.3 Standards of Performance. Physician shall render the Telehealth Services in conformity with the applicable standard of care and in material compliance with all applicable statutes, regulations, rules, orders, and directives of any and all applicable governmental and regulatory bodies having competent jurisdiction, and the execution of the Telehealth Services shall aim to serve the best interest of End-User.

2.1.4 Physician Responsibilities.

2.1.4.1 All decisions and judgments relating to the practice of medicine shall be Physician’s sole responsibility. Nothing in this Agreement shall be interpreted to dictate, modify, or influence the Physician’s practice of medicine, or his/her delivery of direct patient care or independent judgment in the practice of medicine. Physician shall have complete control over the diagnosis and treatment of End-Users and the Provider shall neither exercise nor attempt to exercise any supervision or control over the individual treatment of Physician’s patients. Physician must independently decide whether to utilize the Platform or any other telemedicine technology with respect to any patient.

2.1.4.2 Physician shall keep records of all EMRs, electronic clinical abstracts/consultation summaries, prescriptions and/or referral forms for each End-User as required by applicable laws.

2.1.4.3 Physician shall at all times comply with current rules and guidelines in relation to the Telehealth Service in the jurisdiction(s) which is (are) concerned with the Physician’s medical practice, including, but not limited to any guidelines or issuances on ePrescription as issued by the Food and Drug Administration (“FDA”) and other relevant government agencies in jurisdictions which are concerned with the Physician’s practice of medicine

2.1.4.4 The patient-physician relationship shall be founded on mutual trust and respect in which they both identify themselves reliably during a telemedicine consultation. Physician shall ensure that his/her Professional Information on the Platform are accurate and current.

2.1.4.5 Physician shall inform the End-User that emergencies and/or serious medical conditions should not be managed via telemedicine. In such situations, the Physician shall refer the End-User to a Health Facility.

2.1.4.6 Physician shall uphold the data privacy rights of the End-User under applicable data privacy laws of concerned jurisdictions, including Republic Act 10173, or the “Data Privacy Act of 2012” of the Philippines, and shall provide the mechanisms for the End-User’s effective exercise of their rights. Physician shall implement the minimum organizational, physical and technical security standards and measures to secure EMRs and personal information he/she receives pursuant to this Agreement as set concerned agencies and jurisdictions.

2.1.4.7 Physician may issue documents such as clinical abstract, consultation summary, and/or referral form, when applicable and/or requested by the End-User via electronic means. The documents shall be transmitted via email or any acceptable modes under applicable law, including Republic Act 8792, or the “Electronic Commerce Act of 2000,” and must contain the following –

2.1.4.7.1 Patient Information (Name, Age, Birthdate, Sex, Address)

2.1.4.7.2 Brief Clinical History and Physical Examination (i.e., notes from inspection by video camera, if applicable)

2.1.4.7.3 Travel and Exposure History, if applicable

2.1.4.7.4 Diagnosis/Assessment

2.1.4.7.5 Plan of Management

2.1.4.8 Physician shall ensure that all electronic clinical abstracts, consultation summaries, prescriptions, and referral forms shall be in a form that will be recognized and deemed equivalent for all intents and purposes by other Healthcare Providers.

2.1.5 Physician shall ensure the security of his/her Log-In Credentials to use the Platform. Physician shall not allow any other person to use the Platform using his/her Log-In Credentials. The Physician shall be liable to any End-User and Provider for any and all damages, direct or indirect, arising from the unauthorized use of his/her Log-In credentials.

2.1.6 Webside Manner. During his/her Telehealth Service consultation, Physician shall maintain the appropriate bedside manner expected from him/her including the use of professional attire, maintaining proper etiquette, empathy, and communication.

2.1.7 Physician warrants that he/she exercised his/her professional autonomy and discretion in entering into this Agreement with the Provider to offer his/her Telehealth Services through the Provider’s Platform, taking into account what is appropriate and adequate in the delivery of proper care and as provided by existing laws and regulations on privacy and data protection, among others.

2.2 Provider Services

Directly or indirectly through its agents, the Provider shall furnish the administrative and technical services necessary for Physician’s provision of Telehealth Services, including, but not limited to: (i) operating, maintaining, developing, upgrading, or modifying the Platform and related technical services; (ii) hosting the Platform website located at www.medifi.com or such other web address determined by the Provider from time to time (the “Site”) so that the Platform is accessible by Physician and his or her patients; and (iii) other such administrative services described in this Agreement (collectively, the “Provider Services”).

3. Terms of Payment

3.1 Medifi Software Service Fees. The Provider shall be entitled to retain as a Software Service Fee twenty percent (20%) of the agreed Physician’s Professional Fee to the End-User as payment for the utilization of the Platform and other services rendered such as but not limited to maintenance, promotions, marketing, and advertising the said Platform for use. The Software Service Fees shall be retained by the Provider on a semi-monthly basis prior to pay-out to the Physician as provided in Section 3 of this Agreement.

3.2 Billing and Collecting Fees. The Provider shall bill for and collect all fees from the End-Users who availed the Telehealth Services rendered in the Platform. The Physician shall provide, in a timely manner or upon demand of the End-User, any document that the Provider may reasonably request to accomplish as proof of payment of the End-User including, but not limited to, official receipts issued in the name of the End-User. The Physician shall furnish a copy of official receipts which he/she has issued to patients, to the Provider, for proper accounting and record-keeping purposes within five (5) days from the Cut-Off period.

3.3 Settlement Schedule.

3.3.1 The Provider shall consolidate the fees collected on behalf of the Physician for any Telehealth Services rendered by the Physician through the Platform. The Physician shall receive the agreed Professional Fee every 15th and 30th/31st of each month (“Cut-off Period”), subject to adjustments based on reasonable delay, at the sole discretion of the Provider. The fees per Cut-off Period shall only include Consultation fee that have been tagged as completed/service rendered in the Platform and which have been duly paid for by the End-User.

3.3.2 The Provider shall provide the Physician with a settlement report within 3-5 working days from the end of each cut-off period.

3.3.3 Provider shall remit the amount due to the Physician net of the Medifi Software Service Fee and any applicable fees incurred in order to process the remittance using the payment preference method identified by the Physician on the Platform.

3.3.4 Taxes. The Physician shall be responsible to report any and all income received pursuant to this Agreement and pay the necessary taxes and fees in accordance with the local tax laws and regulations, as may be applicable. Provider has no duty to calculate, withhold, disclose, report, or remit to the appropriate taxing authorities or anyone else, any national or local taxes that may be required to be calculated, withheld, disclosed, reported, or remitted with respect to the Telehealth Services offered by Physician, except to the extent such duties are required by law to be performed by Provider. Physician shall defend and indemnify Provider and hold the Provider harmless from and against any claim (including attorneys’ fees and costs) for any tax liability which the Provider might incur as a result of Physician’s Telehealth Services.

4. Term of Agreement and Termination

4.1 Term of Agreement. This Agreement shall become effective as of the date of signing and shall remain effective for a period of one (1) year from the date of signing (the “Effective Period”) and shall continue to remain in force and effect unless otherwise terminated by either Party in accordance with the terms of this Agreement.

4.2 Termination Without Cause. Either Party may terminate this Agreement without cause within thirty (30) calendar days from prior written notice to the other Party.

4.3 Termination for Cause. A party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to cure such breach within fifteen (15) calendar days from receipt of notice and demand from the aggrieved party to cure such breach.

4.4 Automatic Termination. Notwithstanding the foregoing provisions, this Agreement shall be immediately terminated upon notice made by the Provider to the Physician, upon the occurrence of any of the following events, each of which shall constitute a ground for Automatic Termination:

4.4.1 Physician’s license to practice medicine is suspended, revoked, forfeited, or restricted in anyway;

4.4.2 Physician is found by a court, tribunal, or regulatory body of competent jurisdiction of negligence, medical malpractice, or other such similar claims, arising from the performance of the Telehealth Services hereunder; provided, however, that the Physician’s decision to settle such litigation shall also be cause for immediate termination;

4.4.3 Physician is convicted of or pleads guilty to any offense related to the rendering of healthcare services;

4.4.4 Physician is charged with any crime involving moral turpitude; or

4.4.5 Physician, in Provider’s sole judgment, engages in any negligent, reckless, or willful conduct that causes, or has the potential to cause, harm to the Provider’s reputation or business.

4.5 Automatic Suspension. The Physician’s account shall be automatically suspended if Physician has been inactive on the Platform for a period of one hundred twenty (120) days.

4.6 Neither party shall be released or discharged from any obligation, debt or liability that has previously accrued or been incurred and remains to be performed upon the date of termination or expiration. Any sums of money owing by one party to the other shall be paid within thirty (30) calendar days following the termination or expiration of the Agreement.

4.7 Physician shall return to the provider any and all property and proprietary and Confidential Information received from the Provider. Physician shall immediately cease using any passwords or other information provided by the Provider to access the Platform or any other system adopted or developed by Provider.

4.8 All provisions which are expressly intended to survive this Agreement shall remain in full force and effect for such period as may be agreed upon by the Parties.

5. Force Majeure

5.1 Neither Party shall be held liable for any default or delay in the performance of its obligations under this Agreement to the extent that such default or delay is caused, directly or indirectly, by Force Majeure; provided that, such default or delay could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the defaulting Party through the use of alternate sources, work-around plans or other means and that such non-performing Party is not guilty of any act or omission that contributed to the aggravation of the damage caused by Force Majeure.

5.2 In case of Force Majeure, the non-performing Party will be excused from any further performance or observance of the obligation(s) so affected for as long as such circumstances prevail and provided such Party continues to exert commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. Any Party so delayed in its performance shall immediately notify the other and describe in a reasonable level of detail the circumstances causing such delay. Each Party agrees to take all reasonable steps to minimize the impact of a Force Majeure event.

5.3 For purposes of this Agreement, Force Majeure shall refer to such circumstances beyond the control of the defaulting Party, including but not limited to, issuance of any law, order or regulation by any court, office or agency of competent authority, strikes, lockouts, insurrection, riots, national emergencies, an outbreak of a pandemic disease, war, acts of public enemies, fire, floods, typhoons or other calamities, catastrophes, or acts of God.

6. Warranties

6.1 Warranties of Physician.

6.1.1 Physician is and shall remain during the Term a duly-licensed and registered physician, engaged in the practice of medicine, possessing full power and authority to conduct the business in which he/she engages.

6.1.2 Physician, as an independent contractor, shall secure all the necessary permits and/or licenses as may be required by relevant government agencies of concerned jurisdictions, including the Department of Health of the Philippines, so he/she may offer and provide Telehealth Services.

6.1.3 Physician has full power and authority to execute and deliver this Agreement, to engage in the transactions contemplated by this Agreement, and to perform his/her obligations under this Agreement. Upon its execution, this Agreement shall constitute a valid and binding obligation on the part of Physician, enforceable in accordance with its terms.

6.1.4 The consummation of the transactions contemplated by this Agreement will not result in a breach of the terms, provisions, or conditions of or constitute a default under any agreement to which Physician is a party or by which Physician is bound, or, to the best knowledge of Physician, constitute a violation of any applicable law or regulation.

6.1.5 Physician is not charged with nor party to any offense involving professional liability or professional disciplinary actions.

6.1.6 To the best of his/her knowledge, no hospital where physician has privileges or professional ties is taking or contemplates taking any action to limit, revoke, or otherwise adversely affect his/her privileges.

6.1.7 Physician has not been charged or convicted of an offense or of any act involving immoral or dishonorable conduct or moral turpitude, as defined under applicable law and jurisprudence.

6.1.8 Physician shall at all times comply with applicable terms of use and standards as may be issued and set by Provider from time to time.

6.1.9 Physician understands that any incident of breach of this Section shall give the Provider the right to remove Physician’s access to the Provider’s Platform at any time without notice to Physician. Physician shall remain liable for the payment of Service Fees and any applicable fees due to Provider.

6.1.10 Physician warrants that he/she shall not engage, directly or indirectly, in an activity that is prejudicial to the interests of the Provider including, but not limited to -

6.1.10.1 solicit or encourage any End-User to use a competing and/or similar platform and/or leave/cease using Provider’s Platform;

6.1.10.2 discourage any person, including users and other physicians, from using the Provider’s platform;

6.1.10.3 divert or attempt to divert any business from the Provider;

6.1.10.4 interfere with the business relationships between the Provider and any of its End-Users, physicians, suppliers, or others with whom it has existing business relationships;

6.1.10.5 discouraging or interfering with any person from entering into any business relationship with the Provider;

6.1.10.6 solicit or induce, or enter into or participate in any plan or arrangement to cause any person or entity from using the Platform or entering into any business relationship with the Provider; or

6.1.10.7 otherwise call on, solicit, or service any End-User, physician, supplier, licensee, licensor, lessor or other business relation of the Provider or any of its affiliates (including any person that was a customer or supplier or other potential or prospective business relation of the Provider or any of its affiliates at any time), induce or attempt to induce such person to cease doing business with the Provider or any of its affiliates, or in any way interfere with the relationship between any such End-User, physician, supplier, licensee, business relation, or other potential or prospective business relation and the Provider or any of its affiliates (including making any negative statements or communications about the Provider or any of its affiliates or any of their respective stockholders, directors, officers or employees).

6.1.11 Physician agrees that, unless otherwise required by law or permitted under this Agreement, he/she will not directly or indirectly, on his/her behalf or in the service or on behalf of any competing platform or similar entity, in any capacity induce or attempt to induce any End-User to interfere in any manner with the End-User’s use of the Provider’s Platform.

6.1.12 Upon acceptance of the Physician of a Consultation, the Physician warrants that he/she shall complete the Consultation on the Provider’s Platform. For any Consultation tagged as Active or Open, the Physician agrees not endorse or encourage an End-user to move such Active or Open Consultation to a different and/or competing teleconsult platform or facility unless required by law or allowed by this Agreement.

6.1.13 Physican represents and warrants that: (i) he/she owns any content posted by him/her on or through the Platform or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of his/her content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the posting of content on the Platform does not result in a breach of contract between you and a third party. The Platform contains content of other users (physicians and/or end-users), except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Platform.

6.1.14 To the fullest extent permitted by law, the Physician shall indemnify, defend, and hold harmless Provider, its officers, employees, agents, consultants, and employees, from and against claims, damages, losses and expenses, including but not limited to attorney’s fees, arising out of or resulting from Physician’s performance of the Telehealth Service. Such obligation shall not be construed to negate, abridge, or reduce obligations of indemnity which would otherwise exist as to Provider.

6.2 Warranties of Provider.

6.2.1 Provider is and shall remain during the Effective Period a corporation duly organized, validly existing, and in good standing, and possessing full power and authority to conduct the business in which it engages.

6.2.2 Provider has full power and authority to execute and deliver this Agreement, to engage in the transactions contemplated by this Agreement, and to perform its obligations under this Agreement. Upon its execution, this Agreement shall constitute a valid and binding obligation of Provider, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, or other similar laws affecting generally the rights of creditors and by principles of equity. The party executing this Agreement on behalf of the Provider is duly authorized to do so.

6.2.3 The consummation of the transactions contemplated by this Agreement will not result in a breach of the terms, provisions, or conditions of or constitute a default under any agreement to which Provider is a party or by which it is bound, or, to the best knowledge of Provider, constitute a violation of any applicable law or regulation.

6.2.4 Provider shall rely on the warranties and representations of the Physician regarding the latter’s abilities, good standing, education, certifications, and other qualifications. Provider has no obligation to ascertain and provides no warranties or guarantees, express or implied, on the veracity and truthfulness of Physician’s representations.

7. Background Checks

Provider may conduct an industry standard background check and all sound screening practices of the Physician at any time. Provider may review any past Teleconsultation Service provided by Physician on the Platform to ensure that Physician complies with this Agreement, Provider’s terms, standards, and industry practices. If Provider determines in its sole discretion that a Physician does not meet the applicable acceptance criteria, Provider may at any time remove Physician’s access to the Platform without need of prior notice. Provider shall not be liable for any kind of damage to Physician or any third-party due to the removal of Physician’s access to the Platform under this Section.

8. Confidentiality

8.1 Confidential Information. For purposes of this Agreement, “Confidential Information” shall pertain to any Information, know-how, data, process, technique, program, design, formula, trade secret, work in progress, engineering, marketing, financial or personal matter, or sales, supplier, customer, employee, investor, or business information, or the like, whether in oral, written, graphic, magnetic or electronic, or other form, that is learned by or disclosed in the course of the engagement provided that the same is either conspicuously marked “confidential”, or is of confidential in nature, and that it is made in the course of discussions or other work undertaken.

8.2 Physician shall maintain all such Confidential Information in strict secrecy and shall not divulge such information to any third parties, except as may be necessary for the discharge of Physician’s obligations under this Agreement or as required by law. Physician shall take all necessary and proper precautions against disclosure of any Confidential Information to unauthorized persons. The affected End-Users not party to this Agreement are hereby specifically made third party beneficiaries of this Section, with the power to enforce the provisions hereof. Upon termination of this Agreement for any reason, Physician shall cease all use of any of the Confidential Information and, at the request of the Provider, shall execute such documents as may be necessary to evidence Physician’s abandonment of any claim thereto.

9. Data Privacy Compliance.

9.1 “Personal information” refers to any information whether recorded in a material form or not, from which the identity of an individual is apparent or can be reasonably and directly ascertained by the entity holding the information, or when put together with other information would directly and certainly identify an End-User.

9.2 “Sensitive personal information” refers to personal information:

(1) About an End-User’s race, ethnic origin, marital status, age, color, and religious, philosophical or political affiliations;

(2) About an End-User’s health, education, genetic or sexual life of a person, or to any proceeding for any offense committed or alleged to have been committed by such person, the disposal of such proceedings, or the sentence of any court in such proceedings;

(3) Issued by government agencies peculiar to an individual which includes, but not limited to, social security numbers, previous or current health records, licenses or its denials, suspension or revocation, and tax returns; and

(4) Specifically established by an executive order or an act of the legislature of a concerned jurisdiction to be kept classified.

9.3 Physician shall at all times, ensure that End-User’s confidentiality, privacy, and data integrity are not compromised. He/She shall maintain an information or application system that can securely store and/or process End-Users’ data according to established rules and regulations on confidentiality, privacy, and data integrity and other applicable laws.

9.4 Physician shall ensure that he/she will secure the End-User’s consent and authorization for any audio and/or visual recording of a Telehealth Consultation in compliance with Philippine data privacy laws and regulations.

9.5 Injunctive Relief. The Parties recognize that, in the event Physician breaches the covenants contained in this Section, legal remedies will not suffice to make Provider whole. Provider will therefore be entitled to seek injunctive or other equitable reliefs to prevent Physician from rendering professional services in breach of the covenants contained in this Section. The remedies provided above are not exclusive, but are in addition to all other remedies, whether in law or in equity, Provider may have against Physician for breach of the covenants contained in this Section.

Business Records

10.1 Ownership of and Access to Business Records.

10.2 At all times during and after the Term of this Agreement, all business records, including but not limited to business agreements, books of accounts, general administrative records and all information generated or created by Provider in connection with this Agreement, operation of the Platform, and other business information of any kind or nature, except for patient medical records, shall be and remain the sole property of Provider; provided that, after the termination of this Agreement for any reason, Physician shall be entitled to reasonable access to such records and information, including the right to obtain copies thereof at his/her cost, for any purpose related to patient care, the defense of any claim relating to patient care, or as permitted under the law.

10.3 Each Party shall be entitled, upon request and with reasonable advance notice, to obtain access to all records of the other party directly related to the performance of such party’s obligations pursuant to this Agreement; provided, however, that such right shall not allow for access to records that must necessarily be kept confidential as determined by Provider in its sole discretion. Either party, at its expense, shall have the right to make copies of any records to which it has access pursuant to this Section.

10.4 Confidentiality of Records. Physician and Provider shall adopt procedures for maintaining the confidentiality of records relating to the operations of Physician and Provider, including but not limited to all statistical, financial and personnel data related to the operations of Physician or Provider, which information is not otherwise available to third parties publicly or by law, and shall comply with all applicable laws and regulations relating to such records. End-User’s medical records and other privileged End-User information shall not be disclosed or utilized by Provider or Physician or their agents or employees except as required or permitted by applicable laws and regulations.

Intellectual Property

11.1 Ownership of all Intellectual Property rights shall vest in and remain with Provider. Except as specifically provided in this Agreement, Provider does not grant Physician any right, title, license, or interest in or to any of the Provider’s intellectual property rights, including, but not limited to, any software or documentation, or in any related patents, copyrights, trade secrets, or other proprietary intellectual property. Physician shall acquire no rights of any kind in or to any Provider trademark, service mark, trade name, logo or product or service designation under which Provider products or services were or are marketed (whether or not registered) and shall not use the same for any reason except as expressly authorized in writing by Provider prior to such use, but in no event for a period longer than the Effective Period of this Agreement.

11.2 Notwithstanding the foregoing, Provider shall license to Physician only such use of the Platform as are directly and unavoidably required by Physician to provide the Telehealth Services for the Term of this Agreement.

11.3 Any license granted under this Section shall be non-transferable, non-sublicensable, non-exclusive and royalty-free and shall be limited to the Effective Period in respect of the Telehealth Services to which the license relates and shall be granted only for the purpose of fulfilling the respective Party’s rights and obligations under this Agreement.

11.4 Physician shall not reverse engineer, decompile or disassemble any software comprised in the Provider’s Intellectual Property and Rights relating thereto.

Limitation of Liability

12.1 Except for liabilities subject to the indemnity provisions of this Agreement or breach of the obligations set out in this Agreement, under no circumstances will either Party be liable to the other Party in any manner, under any theory of liability, whether in contract, tort, or any other theory, for any loss of profits or indirect, incidental, consequential, special, punitive, or exemplary damages arising from the subject matter of this Agreement. This liability limitation applies even if the other Party has been advised of the possibility of such damages, including, but not limited to, loss of revenue, anticipated profits or lost business, and even if the damages were not reasonably foreseeable; provided, however, that the foregoing shall not be interpreted to limit indemnification for any damages assessed in favor of a Third Party in connection with a third party claim against an indemnified party to the extent the indemnified party is otherwise entitled to indemnification hereunder.

12.2 Notwithstanding anything in this Agreement to the contrary, Provider’s aggregate liability to Physician under this Agreement, whether arising in tort, contract, or otherwise, for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages, including, without limitation, damages for lost revenue, profit, or business arising out of or relating to this Agreement, shall be limited to the aggregate amount of fees actually paid by Physician to Provider under this Agreement during the six (6) month period preceding the event first giving rise to the claim(s) upon which such liability is asserted.

Indemnity

13.1 Physician, at his own expense, shall indemnify, defend, and hold harmless the Provider, and its respective employees, officers, directors, from and against losses, damages, liabilities, settlements, costs and expenses directly arising out of any claim, demand, suit, action, or proceeding initiated by a Third Party after a final verdict, directly arising out of: (a) a direct breach by Physician of this Agreement or any representation, warranty, and/or covenant made by Physician, (b) Telehealth Services provided by Physician under this Agreement, or (c) an allegation that the services or content provided by the Physician to its patients violates any local or foreign law, rule or regulation.

13.2 Whenever any claim shall arise for indemnification hereunder, the Indemnified Party shall promptly provide written notice of such claim to the Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any action or proceeding (each, an “Action”) by a person or entity who is not a party to this Agreement, the Indemnifying Party, at its sole cost and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may, but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including, but not limited to, settling such Action, after giving notice to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and no action taken by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).

Relationship of the Parties

14.1 Independent Contractor Status. In the performance of this Agreement, it is mutually understood and agreed that each Party is at all times acting and performing as an independent contractor with respect to the other and that no relationship of agency, partnership, joint venture or employment is created by this Agreement. Nothing in this Agreement shall create, or be construed to create, any relationship between Physician and Provider other than that of an independent contractor. Subject to the terms set forth under this Agreement, Provider shall not control, nor attempt to control, nor is qualified to control the independent medical judgment of Physician. Physician shall be solely responsible at all times for the method, manner and/or means of performing the Telehealth Services under this Agreement. Neither Party will act or communicate in a manner that would lead a reasonable person to believe that it was the agent, servant, or employee of the other.

14.2 Physician is an independent contractor solely responsible for the manner and hours in which the Telehealth Services are performed, is solely responsible for all taxes, withholdings and other statutory, regulatory, or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, unemployment compensation coverage, and income taxes), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs of Provider or its Affiliates.

Disclaimers

15.1 Provider does not warrant that access to or use of the Platform will be uninterrupted or error-free or that defects in the site will be remedied in a timely manner. The Platform, the site, and any content or information contained therein are provided “as is” and on an “as available” basis with all faults, with no representations or warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and title/noninfringement.

15.2 Physician acknowledges that in connection with Physician’s performance of the Telehealth Services, electronic information and data will be sent over various facilities and communication lines, and information may be transmitted over local exchange and internet backbone carrier lines and through routers, switches, and other devices (collectively, the “Carrier Lines”) owned, maintained, and serviced by third-party carriers, utilities, and internet service providers, all of which are beyond Provider’s control. Provider assumes no liability for any direct, indirect, incidental, consequential, special, exemplary, punitive or other damages (including, without limitation, those resulting from lost profits, lost data, or business interruption) arising out of or related in any way to any delay, failure, interruption, or interference with the transmission of data and/or information via the Carrier Lines.

Dispute Resolution

16.1 Governing Law. The validity, construction, interpretation, and enforceability of this Agreement shall be determined and governed by the laws of the Philippines without regard to its principles regarding conflict of law.

16.2 Dispute Resolution. In the event of any dispute, controversy or claim arising from or relating to this Agreement, or the interpretation hereof, or any arrangements relating hereto or contemplated herein, or the breach, termination or invalidity hereof, the Parties agree to exert reasonable efforts to amicably resolve or reconcile the dispute within fifteen (15) calendar days from the date that either Party received a written notice from the other Party of such dispute. If the Parties fail to arrive at an agreement within the said period, they shall refer the dispute to the proper court of Makati City, Philippines, to the exclusion of all others courts of equal and competent jurisdiction. With respect to physicians licensed under Philippine laws, this provision shall not be construed to waive Provider’s rights to file the applicable administrative complaint against Physician with the Professional Regulation Commission (“PRC”).

16.3 The sole right of Physician as to any breach hereunder committed by Provider shall be the recovery of money damages, if any, and the rights herein granted by Physician shall not terminate by reason of such breach. In no event may Physician obtain injunctive or other equitable relief with respect to any breach of Provider’s obligations hereunder.

Miscellaneous

17.1 Assignment. The Physician shall not be entitled to transfer or assign, partially or entirely, any of his/her rights or obligations under this Agreement to another person without prior written consent of the Provider. This Agreement shall be binding upon the Parties, their successors and permitted assigns. The Physician shall not subcontract any of his/her obligations under this Agreement without the written consent of the Provider.

17.2 Non-Exclusivity. This Agreement shall be non-exclusive, and shall not impair or impede the right of the Provider to enter into contracts with other independent contractors in the same industry as the Physician.

17.3 Notices. All notices permitted or required by this Agreement shall be made in writing through the following -

To Provider

Kindly fill out the information at https://www.medifi.com/contact-us or email us at talk@medifi.com

To Physician

Provider shall send any notice to the Physician to the email address, dashboard notification, and/or contact information provided by the Physician.

17.4 Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under this Agreement must be made in writing to be effective. Failure, neglect or delay by a Party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed as a waiver of the Party’s rights or remedies under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the Party’s right to take subsequent action. Exercise or enforcement by either Party of any right or remedy under this Agreement will not preclude the enforcement by the Party of any other right or remedy under this Agreement or that the Party is entitled by law or equity to enforce. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies.

17.5 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, made between the parties with respect to said subject matter. This Agreement shall not be modified or amended except by a written document signed by a duly authorized officer of the Parties.

Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any applicable present or future law, the Parties hereto shall substitute a legal, valid and enforceable provision for such provision. To the extent possible, the replacement provision shall in its economic effect so closely resemble the illegal, invalid or unenforceable provision that it can reasonably be assumed that the Parties would have entered into this Agreement on the basis of the new provision. If such replacement provision cannot be agreed after good faith negotiations and the best efforts of the parties, then the illegal, invalid or unenforceable provision shall be fully severed, and the illegality, invalidity or unenforceability of such provision shall not affect the validity of this Agreement as a whole, unless such provision is of such essential importance for this Agreement that it is to be reasonably assumed that the Parties would not have entered into this Agreement without such provision.

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

Terms of Service

for DOCTORS PHYSICIAN SERVICES AGREEMENT

for DOCTORS

PHYSICIAN SERVICES AGREEMENT