Please read these Terms of Use for Healthcare Providers (these "Terms of Use") carefully before using the Medaflo Service (as defined in Section II). These Terms of Use include Medaflo's Business Associate Addendum for Healthcare Providers and Privacy Policy, which are incorporated by reference into these Terms of Use.
Binding Agreement. These Terms of Use constitute a binding agreement between you and Medaflo, LLC and its affiliates and subsidiaries ("Medaflo," "we," "us"). "You," "you," and "users" shall mean all health service providers and their agents who use the Medaflo Service. You accept these Terms of Use when you register for the Medaflo Service at my.medaflo.com, and each time you access the Medaflo Service thereafter. If you do not accept these Terms of Use, you must not use the Medaflo Service.
Access to the Medaflo Content (as defined in Section VII) is provided solely to facilitate access to Medaflo Services. Subject to compliance with these Terms of Use and any agreement that You may have executed with Medaflo ("Your Agreement"), Your access to the Medaflo Services and the Medaflo Content is on a limited, non-exclusive, non-transferable basis only during the term of Your Agreement.
Revisions to Terms of Use. We may revise these Terms of Use at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms of Use because you are bound by them when you use the Medaflo Service as well as our website. Your continued use of the Medaflo Service after a change to these Terms of Use constitutes your binding acceptance of these Terms of Use.
The terms "post" and "posting" as used in these Terms of Use shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Medaflo Service.
"Health-related information" means all individually identifiable health information, including demographic information and information related to an individual's physical or mental health, and the provision of health care to the individual.
"Health service provider" means an entity that provides health-related services.
The "Medaflo Service" is defined as any computer application or software under Medaflo's control, whether partial or otherwise, in connection with providing the services provided by Medaflo. The Medaflo Service provides a platform to store health-related information to make it available to you and your employees.
Medical Advice. Medaflo does not give medical advice. The Medaflo Service may provide helpful information to assist you in medical decision-making. The information and materials available through the Medaflo Service are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. You assume full risk and responsibility for the use of information you obtain from or through the Medaflo Service. You will be solely responsible for the professional and technical services you provide. In addition, we do not recommend or endorse any provider of health care or health-related products, items, or services.
Screening Users. Medaflo does not screen its users or verify information communicated through the Medaflo Service, though Medaflo has the right to monitor such information. Medaflo does not have responsibility for the conduct of such users, including the information posted by users. Contact us to notify of us of inappropriate or illegal conduct or content you encounter on the Medaflo Service.
Third-Party Services. Your use of the Medaflo Service may include certain third-party software and services or allow you to access additional software and services offered by third-parties. Your use of such software or services may require that you enter into separate subscription, licensing, and/or business associate agreements with such third-party vendors and suppliers. You agree: (i) to comply with and, upon request, execute such agreements as may be required for the use of such software or services; (ii) that Medaflo may disclose individually identifiable health information to these third-parties on your behalf.
No Third-Party Access. Except as required by law and described below, you will not permit any third party to have access to the Medaflo Service using your account. You may allow your employees to use the Medaflo Service on your behalf in compliance with these Terms of Use. You are solely responsible for the use of the Medaflo Service by your employees. We have no liability for the consequences to you or your employees from your or their use of the Medaflo Service.
Responsibility for Misuse by Other Users of Your Account. You acknowledge that by allowing employees to access the Medaflo Service with your account, you are responsible for ensuring such employees use the Medaflo Service for the purposes for which they are accessing it. While the Medaflo Service has certain technical safeguards against misuse, you acknowledge it will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of the Medaflo Service by any employee to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law.
Individuals' Consent for Data Collection and Use. You represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information to the Medaflo Service.
Exporting Information from the Medaflo Service. You are solely responsible for any health-related information exported from the Medaflo Service by you or the employees that you allow access from your account. You represent and warrant that you will export and subsequently use protected health information only as permitted by HIPAA and applicable federal and state law.
Transferring Information into the Medaflo Service. You may be able to transfer information from your or third-party data sources into the Medaflo Service. You represent and warrant that you have all necessary patient authorization for such data transfers and that such data transfers will comply with HIPAA and other applicable federal and state law.
Training and Compliance. You agree to train all employees on the use of the Medaflo Service, HIPAA or health privacy obligations, and the requirements of these Terms of Use and ensure that they comply with such requirements.
Compulsory Information Disclosure. You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the Medaflo Service. You will cooperate fully with us in connection with any such demand.
Data Retention. You are responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.
You agree that our practices with respect to protected health information are governed by the Health Insurance Portability and Accountability Act of 1996, and any amendments and regulations promulgated therefrom ("HIPAA"). By agreeing to these Terms of Use, you also agree to Medaflo's Business Associate Addendum for Clinics, available here and incorporated by reference into these Terms of Use, unless you or your organization have agreed to a different business associate agreement with Medaflo that applies to your use of the Medaflo Service.
You agree to use the Medaflo Service only as permitted by HIPAA and other applicable data privacy laws.
As part of our internal compliance control, to the extent Medaflo uses third party business processing outsourcing vendors in connection with our provision of the Medaflo Services, we reserve the right to conduct an audit of their operations in our discretion.
Patient-Collected Data. For the avoidance of doubt, each of Medaflo, You, as well as each patient/end-user of Yours (a "Patient") and Medaflo, LLC (the entity) shall have rights to use the Patient-Collected Data. As used herein, the "Patient-Collected Data" shall mean the PHI that is collected in connection with Your use of the Medaflo Services. In the event that Patient requests its Patient-Collected Data from Medaflo whether during the then applicable Contract Term (as defined in Your Agreement) or after the expiration or termination of this Agreement, Medaflo shall use its reasonable efforts to provide the Patient-Collected Data to a Patient. As used herein, "PHI" shall mean individually identifiable health information, as that term is defined in 45 C.F.R. ยง 160.103.
Physician-Created Data. Further, nothing herein these Terms of Use shall prohibit Medaflo from using the aggregated, non-personally identifiable data created, compiled, analyzed or otherwise collected by the Authorized in its use of the Medaflo Services or the Medaflo Content ("Physician Data"). Additionally, Medaflo shall have the right to either provide or not provide the Physician Data to any third parties.
You agree that if you create an account and use the Medaflo Service on behalf of a health service provider, you have the necessary legal authority and capacity to do so as an authorized agent of the health service provider. Such health service provider will be the primary account holder. You agree that you have the authority to bind the health service provider in legal agreements and contracts. Your agreement to these Terms of Use also binds such health service provider.
Due Authority. You represents and warrant to Medaflo on a continuing basis through the Contract Term of Your Agreement that: (i) You have the requisite corporate power and authority to execute and perform its obligations under Your Agreement; (ii) the person executing Your Agreement on your behalf has the authority to bind You and that such person's execution of Your Agreement is not in violation of your bylaws, certificate of incorporation or other comparable document; (iii) the execution of Your Agreement does not constitute a material breach of any covenants or agreements by which You or any of your assets are bound; and (iv) neither You nor any of your personnel to your knowledge (A) has been convicted of any crime arising from claims or other transactions, financial relationships, or financial dealings in connection with health care, or (B) has been excluded from any federal or state health care program.
Owner of Account and Health-Related Information. The primary account holder (i.e., health service provider) holds the legal rights to the Medaflo Service account and the information posted to the Medaflo Service by your business entity.
Accurate Account Information. You represent and warrant that the information you provide to Medaflo upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.
Verification. You agree that we may take steps to verify your identity and credentials as a health service provider at any time. You agree that we may use and disclose information, including "Confidential Information," about you for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to the Medaflo Service at any time if we are unable at any time to determine or verify your qualifications or credentials.
Protecting Your Log-In Credentials. As a registered user, you will have log-in information, including a username and password. Your account is personal to the primary account holder, and you may not share your account and log-in information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your account and access credentials, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the Medaflo Service.
Notification in Case of Breach. You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify us. You will be solely responsible for the losses incurred by Medaflo and others (including patients) due to any unauthorized use of your account that takes place prior to notifying Medaflo that your account has been compromised.
Additional Use Terms. You shall access the Medaflo Services and Medaflo Content only: (i) through Your Authorized Users acting within the scope of their service for You; (ii) on Medaflo's servers as authorized by Medaflo; (iii) for Your internal use; and (iv) from and within the United States.
As used herein, "Authorized Users" shall mean those users (i) who are designated by You on the Medaflo Services control screens and who are (A) employees of Yours, or (B) other individuals, corporations, or entities that are not, and are not affiliated with, competitors of Medaflo, and have a valid HIPAA business associate agreement or other agreement with You, and (ii) who have been granted access to the Medaflo Services and/or Medaflo Content by You in Your exercise of reasonable discretion relating to the receipt of the Medaflo Services and/or Medaflo Content hereunder by You, and (iii) from whom You have obtained reasonable assurances that they will comply with the access and use and confidentiality terms in these Terms of Use and Your Agreement.
You shall ensure that each Authorized User complies with these Terms of Use and Your Agreement as well as applicable law. You shall terminate any Authorized User's access to the Medaflo Services or the Medaflo Content: (i) when such person no longer meets the definition of "Authorized User"; (ii) if conduct by such Authorized User breaches any term of these Terms of Use and/or Your Agreement; or (iii) upon such Authorized User's indictment, arrest, or conviction of any crime related to claims or other transactions, financial relationships, or financial dealings in connection with health care, and You shall immediately inform Medaflo of any such indictment, arrest, or conviction. You are responsible for all acts and omissions of any Authorized User in connection with such Authorized User's access and use of the Medaflo Services. Medaflo may restrict, suspend, or terminate an Authorized User's access to the Medaflo Services or the Medaflo Content if Medaflo determines in its sole discretion that such access has an adverse effect on Medaflo.
Except as expressly permitted under these Terms of Use, You shall not and shall cause Your Authorized Users not to: (i) access or use the Medaflo Services or the Medaflo Content in connection with the provision of any services to third parties; (ii) resell, rent, license, lease, provide service bureau or timeshare services, transfer, encumber, copy, distribute, publish, exhibit, transmit or otherwise make available to any third party any Medaflo Content or the Medaflo Services; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the Medaflo Services or the Medaflo Content; (iv) use the Medaflo Services or the Medaflo Content in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output, including but not limited to introduction of any viruses or malware into the Medaflo Services; (v) enter data in the Medaflo Services that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract or modify information in the Medaflo Services using technology or methods such as those commonly referred to as "web scraping," "data scraping," or "screen scraping;" (vii) use the Medaflo Services or the Medaflo Content or any part or aspect thereof for any unlawful purpose or to mislead or harass anyone; or (viii) use the Medaflo Services or the Medaflo Content except as specifically permitted under this Agreement. Use of or access to the Medaflo Services or the Medaflo Content not in accordance with these Terms of Use or Your Agreement is strictly prohibited. Any violation will cause Medaflo irreparable and immediate harm, and Medaflo is entitled to injunctive relief to prevent such violation.
Third-Party Browser Extensions. Extensions are small software programs, developed by third parties, that can modify and enhance the functionality of Your browser. Extensions may have privileges, including the ability to read, record and/or modify Your private data, including PHI. These extensions are installed by individual users into the browser on their computers and are utilized at users' own risk. Further, such extensions are not affiliated with Medaflo and Medaflo does not have visibility into which extensions any user may use. Medaflo assumes no risk of loss of data or breach of such data due to Your use of browser extensions.
Prior to using the Medaflo Service, if You have one (or more) of these extensions enabled in Your browsers, Medaflo recommends completely removing all of these extensions immediately as disabling the extensions may not be sufficient to protect Your PHI. We recommend that You only access the Medaflo Service from supported browsers that have all plugins and extensions removed.
Further, installing any third-party software on Your operating system may also subject You to the same risks as using browser extensions. Medaflo has no liability to You due to damages caused by any third-party software, including, without limitations, browser extensions.
You agree to receive email from us at the email address you provided to us for informational and customer service-related purposes.
Electronic Notices. By using the Medaflo Service or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Medaflo Service. If we learn of a security system's breach, we may attempt to notify you electronically by posting a notice on the Medaflo Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please contact us.
The contents of the Medaflo Service include: means the Medaflo website, the Medaflo Services, materials, Medaflo Service descriptions, proprietary methods, templates, spreadsheets, databases and other electronic tools created or owned by Medaflo, including all data and information included in or entered into the Medaflo Service that Medaflo compiles, sorts, integrates, normalizes, analyzes, maps, stores, processes, selectively aggregates and/or combines with multiple disparate data sources, for comparison, benchmarking or other similar and lawful purposes, as well as edits, improvements, additions, modifications, interfaces, and derivative works prepared from or relating to any of the foregoing, and any and all tangible and intangible works of authorship, copyrights, patents, trademarks, trade secrets and trade dress, and all intellectual property rights in any of the foregoing (collectively, "Medaflo Content"). All Medaflo Content and the compilation (meaning the collection, arrangement, and assembly) of all Medaflo Content are the property of Medaflo or its licensors and are protected under copyright, trademark, and other laws.
License to You. We authorize you, subject to these Terms of Use, to access and use the Medaflo Service and the Medaflo Content solely for the use of the Medaflo Services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Medaflo Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Medaflo Content on any copy you make of the Medaflo Content.
Medaflo Marks. Medaflo, the Medaflo logo, and other Medaflo logos and product and service names are or may be trademarks of Medaflo (the "Medaflo Marks"). Without our prior written permission, and except as solely enabled by any materials as provided by us, you agree not to display or use in any manner the Medaflo Marks.
"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include the content you post to the Medaflo Service, not including personal and health-related information; Medaflo Confidential Information shall include the Medaflo Service, customer feedback, and information relating to the performance, reliability, or stability of the Medaflo Service, operation of the Medaflo Service, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Use, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Medaflo Claims No Ownership. The Medaflo Service may provide you with the ability to create, post, or share content ("Your User Content"). Medaflo claims no ownership over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Medaflo Service. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.
Medaflo's Use of Posted Content on the Medaflo Service. By creating, posting, or sharing Your User Content on or through the Medaflo Service, and subject to Medaflo's Privacy Policy, you grant Medaflo a perpetual, world-wide, non-exclusive, non-transferable, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose, including for the purpose of promoting Medaflo and its services. You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. Medaflo reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion.
You Acquire No Ownership of Others' Content. You understand and agree that you will not obtain, as a result of your use of the Medaflo Service, any right, title, or interest in or to such content delivered via the Medaflo Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.
You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the Medaflo Service or otherwise have the right to grant the license set forth in these Terms of Use, (ii) the posting and use of Your User Content on or through the Medaflo Service 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 Your User Content on the Medaflo Service does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the Medaflo Service.
The Medaflo Service contains content from users and other Medaflo licensors. Except as provided within these Terms of Use, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the Medaflo Service.
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Medaflo Service infringe your copyright, you (or your agent) may send Medaflo a "Notification of Claimed Infringement" requesting that the material be removed, or access to it blocked. The notice must include the following information:
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Medaflo a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details. Notices and counter-notices with respect to the Medaflo Service should be sent to Medaflo support. Consult your legal advisor and see 17 U.S.C. Section 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.
Medaflo appreciates hearing from its users and welcomes your comments regarding the Medaflo Service. Please be advised, however, that Medaflo does not accept or consider creative ideas, suggestions, inventions, or materials ("creative ideas") other than those which we have specifically requested. While Medaflo values your feedback on our services, clinical workflows, medical templates or other feedback with respect to the Medaflo Services or Medaflo Content (collectively, "Feedback"), please be specific in your comments and do not submit creative ideas. If, despite this request, you send Medaflo creative ideas, Medaflo shall:
For the avoidance of doubt, You shall, and hereby do, hereby irrevocably assign to Medaflo Your entire right, title and interest in and to the Feedback without restriction.
We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users ("User Content"). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk. By using the Medaflo Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.
You are solely responsible for Your User Content on the Medaflo Service. Medaflo does not endorse any, nor is it responsible for, User Content on the Medaflo Service. You assume all risks associated with Your User Content, including anyone's reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.
You agree to use the Medaflo Service only for its intended purpose and in an authorized manner. You must use the Medaflo Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Medaflo Service are prohibited. You may not:
We reserve the right to suspend or terminate your account and prevent access to the Medaflo Service for any reason, at our discretion. We reserve the right to refuse to provide the Medaflo Service to you in the future.
We may review and remove any User Content at any time for any reason, including for activity which, in our sole judgment: violates these Terms of Use; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Medaflo Service.
You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms of Use and your use of the Medaflo Service.
Changes to the Medaflo Service. We may change, suspend, or discontinue any aspect of the Medaflo Service at any time, including hours of operation or availability of the Medaflo Service or any feature, without notice or liability.
User Disputes. We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the Medaflo Service. We are also not responsible for disputes or disagreements between you and any patient for whom you have used the Medaflo Service. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Medaflo of all claims, demands, and damages in disputes among users of the Medaflo Service. You also agree not to involve us in such disputes. Use caution and common sense when using the Medaflo Service.
Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Medaflo Service, including health-related information. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from third-party vendors or suppliers, such as data resulting from the speech-to-text functionality, or the quality or nature of third-party products or services obtained through the Medaflo Service. Use the Medaflo Service at your own risk.
We make no promises and disclaim all liability of specific results from the use of the Medaflo Service.
Released Parties Defined. "Released Parties" includes Medaflo and our affiliates, officers, employees, agents, partners, and licensors.
A. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE MEDAFLO SERVICE IS AT YOUR SOLE RISK, AND THE MEDAFLO SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR (INCLUDING ANY AND ALL THIRD PARTY) SERVICES OFFERED BY BUSINESSES LISTED ON THE MEDAFLO SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE MEDAFLO SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE MEDAFLO SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MEDAFLO SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE MEDAFLO SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE MEDAFLO SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.
B. LIMITATION OF LIABILITY AND INDEMNIFICATION
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR YOUR PATIENTS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEDAFLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE Medaflo SERVICE OR THE Medaflo CONTENT; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE Medaflo SERVICE OR YOUR USE OF THE MEDAFLO CONTENT; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE MEDAFLO SERVICE; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE Medaflo SERVICE, THE MEDAFLO CONTENT, ANY THIRD PARTY SOFTWARE OR SERIVCES, OR YOUR USE OF BROWSER EXTENSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MEDAFLO SERVICE OR YOUR USE OF MEDAFLO CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.
You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any Medaflo Content or the use of the Medaflo Service, (iii) any activity on the Medaflo Service under your log-in credentials, or (iv) your breach of these Terms of Use. We shall provide notice to you promptly of any such claim, suit, or proceeding.
These Terms of Use and the relationship between you and Medaflo shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. You and Medaflo agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Medaflo Service under the rules of the American Arbitration Association. You covenant not to sue or bring any other legal action against Medaflo in any other forum.
You also acknowledge and understand that these Terms of Use or any other agreement with Medaflo shall govern any dispute with the Released Parties arising out of or relating to your use of the Medaflo Service.
These Terms of Use, along with Your Agreement, and any policies applicable to you posted on the Medaflo website, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. The section titles and annotations in these Terms of Use are for convenience only and have no legal or contractual effect.
If you have any questions about these Terms of Use or the Medaflo Service, please contact us.
Last updated: April 15, 2021