These Terms of Use for Medical Vendors (these "Terms of Use") are a binding agreement between Medaflo, LLC and its affiliates and subsidiaries (collectively, "Medaflo," "we," or "us") and the medical vendor organization accepting these Terms of Use, together with its authorized users ("you" or "Vendor"). These Terms of Use govern your access to and use of all websites, web applications, mobile applications, software, content, and related services operated or provided by Medaflo, including those made available through the medaflo.com domain and its subdomains (collectively, the "Medaflo Service").
You accept these Terms of Use when you create an account, purchase or renew a subscription, accept an order form or other Service Agreement, or access or use the Medaflo Service. If you do not agree, you must not access or use the Medaflo Service. You represent that you are at least 18 years old and have authority to bind the Vendor on whose behalf you use the Medaflo Service.
A "Service Agreement" means an order form, quote, subscription selection, checkout page, statement of work, or other written or electronic agreement accepted by Vendor and Medaflo that describes a subscription, services, fees, or other commercial terms. If there is a conflict, a separately negotiated and signed Service Agreement controls over these Terms of Use, and an applicable business associate agreement controls with respect to Protected Health Information.
The Medaflo Service provides medical vendors and their representatives with tools for vendor and representative credentialing, healthcare-provider access and scheduling, document and compliance management, product and inventory coordination, communications, reporting, and related administrative activities. Subject to timely payment of all applicable fees and compliance with these Terms of Use and any Service Agreement, Medaflo grants Vendor a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to permit its Authorized Users to access and use the Medaflo Service solely for Vendor's internal business purposes.
"Authorized Users" are Vendor's employees and individual contractors whom Vendor authorizes to use individual credentials under Vendor's organization account. Credentials are personal to the applicable Authorized User and may not be shared. Vendor is responsible for administering its organization account, designating appropriate roles and permissions, promptly removing access that is no longer authorized, and all acts and omissions of its Authorized Users. Vendor shall immediately notify Medaflo at hi@medaflo.com of any known or suspected unauthorized access, compromised credentials, or other security incident involving its account.
Medaflo provides workflows and information to support healthcare providers' credentialing, access, scheduling, inventory, and vendor-management activities. Healthcare providers retain sole authority over their own credentialing, access, privileging, purchasing, inventory, and clinical decisions. Medaflo does not guarantee that any provider will approve credentials, permit access, schedule a visit, purchase a product, or take any other action. The Medaflo Service does not provide medical, legal, or regulatory advice.
Vendor shall ensure that its account information, representative profiles, licenses, credentials, certifications, insurance information, training records, product information, and other materials submitted through the Medaflo Service are accurate, current, complete, and lawfully provided. Vendor is responsible for independently maintaining any credentials, approvals, insurance, licenses, and records required by law, healthcare-provider policy, or industry practice. Medaflo may request supporting documentation and may suspend or restrict information that it reasonably believes is inaccurate, expired, unlawful, or misleading.
Vendor shall not, and shall not permit any Authorized User or third party to: (i) access or use the Medaflo Service for an unlawful, fraudulent, misleading, harassing, or unauthorized purpose; (ii) upload malware or content that infringes another person's rights or violates confidentiality, privacy, or other legal obligations; (iii) gain or attempt to gain unauthorized access to another account, system, or data; (iv) interfere with, disrupt, damage, or circumvent the operation or security of the Medaflo Service; (v) scrape, crawl, harvest, or use automated means to extract data except through an interface expressly authorized by Medaflo; (vi) reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Medaflo Service except to the limited extent applicable law prohibits this restriction; (vii) resell, sublicense, lease, provide service-bureau access to, or otherwise make the Medaflo Service available to a third party; (viii) use the Medaflo Service or its content to develop or train a competing product or service; or (ix) access the Medaflo Service from outside the United States without Medaflo's written authorization.
"Vendor Data" means information and material submitted to the Medaflo Service by or for Vendor or its Authorized Users, including representative profiles, credentialing and personnel records, documents, communications, product information, and business records. As between Medaflo and Vendor, Vendor retains its rights in Vendor Data. Vendor grants Medaflo and its service providers a non-exclusive right to host, store, copy, transmit, display, and otherwise process Vendor Data only as necessary to provide, secure, support, and maintain the Medaflo Service, comply with law, and exercise Medaflo's rights under these Terms of Use and any Service Agreement. Medaflo will not use Vendor Data that identifies an individual for advertising, unrelated marketing, or product-development purposes.
Vendor represents that it has provided all notices and obtained all rights, consents, and authorizations necessary for Medaflo to process Vendor Data as described in these Terms of Use, the Privacy Policy, and any Service Agreement. Vendor shall not submit Protected Health Information to the Medaflo Service unless the submission is authorized, necessary for an enabled Medaflo workflow, and covered by an applicable business associate agreement or other written terms required by law.
Medaflo will maintain reasonable administrative, physical, and technical safeguards designed to protect Vendor Data. Medaflo's Security Policy describes Medaflo's security practices for informational purposes only, is not incorporated into these Terms of Use, and does not create contractual obligations. Medaflo may update its security practices from time to time provided it does not materially reduce the overall protection of Vendor Data. Medaflo will notify Vendor of a breach affecting Vendor Data as required by applicable law and any Service Agreement. Medaflo may use vendors and subprocessors to provide the Medaflo Service, subject to appropriate contractual confidentiality, privacy, and security obligations.
Medaflo may create and use de-identified or aggregated data derived from use of the Medaflo Service, provided that the data does not identify Vendor, an Authorized User, a healthcare provider, or any other individual. Medaflo will not attempt to re-identify that data. Medaflo may use such data for lawful business purposes, including operating, securing, evaluating, and improving the Medaflo Service and producing analytics, benchmarking, research, and reporting.
"Confidential Information" means nonpublic information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Vendor Data is Vendor's Confidential Information. The Medaflo Service, nonpublic documentation, pricing, security information, and product plans are Medaflo's Confidential Information. Confidential Information does not include information that the Receiving Party can demonstrate: (i) is publicly available without breach of an obligation; (ii) was lawfully known without restriction before disclosure; (iii) was lawfully received from another source without confidentiality obligation; or (iv) was independently developed without use of the Disclosing Party's Confidential Information.
The Receiving Party shall use the Disclosing Party's Confidential Information only to perform or exercise rights under these Terms of Use or a Service Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, and professional advisers who need to know it and are bound by appropriate confidentiality obligations. The Receiving Party may disclose Confidential Information when required by law, provided that, where legally permitted, it gives prompt notice and reasonable assistance to the Disclosing Party. These confidentiality obligations survive termination for five years, except that trade secrets and Protected Health Information remain protected for as long as required by applicable law or an applicable agreement.
The Medaflo Service and all software, text, design, graphics, videos, logos, images, interfaces, documentation, templates, workflows, reports, and other content provided by Medaflo ("Medaflo Content") are owned by Medaflo or its licensors and are protected by intellectual-property laws. Except for the limited subscription right expressly granted above, no right, title, or interest in the Medaflo Service or Medaflo Content is transferred to Vendor. Vendor may download, print, and copy Medaflo Content only as reasonably necessary for its authorized internal use of the Medaflo Service and must preserve all proprietary notices.
If Vendor provides suggestions, ideas, or feedback about the Medaflo Service, Vendor grants Medaflo a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation. Feedback does not include Vendor Data, Protected Health Information, or other information identifying an individual. Vendor grants Medaflo the right to use Vendor's name and logo to identify Vendor as a Medaflo customer in customer lists and marketing materials. Medaflo will discontinue that use within a reasonable period after Vendor's written request.
The Medaflo Service may interoperate with or contain links to third-party services. Vendor's use of a third-party service may be governed by separate terms between Vendor and that provider. Medaflo is not responsible for third-party services that Vendor elects to use, but Medaflo remains responsible for its own obligations regarding vendors and subprocessors that Medaflo engages to provide the Medaflo Service.
Medaflo may update and improve the Medaflo Service from time to time. Medaflo will not materially reduce the core functionality of a paid subscription during its then-current subscription term, except where reasonably necessary to address security, legal, regulatory, or third-party service requirements. Any service-level or support commitment applies only if stated in a Service Agreement. Vendor may request support by contacting hi@medaflo.com.
Medaflo may temporarily suspend access as reasonably necessary to prevent or address a security threat, unlawful use, material disruption, or risk to Medaflo, its customers, or the Medaflo Service, or to comply with law. Where practicable, Medaflo will provide notice and limit the suspension to the affected account, user, feature, or activity.
Subscription term, fees, billing frequency, and payment method are as stated in the applicable Service Agreement, order, invoice, or checkout. Subscriptions renew automatically for successive terms unless canceled before the start of the next term or unless the applicable Service Agreement states otherwise. Vendor may cancel a subscription as described in the Medaflo Service or by contacting Medaflo. Cancellation stops future renewals and does not entitle Vendor to a refund or credit for the current term. Where Vendor pays by recurring charge, Vendor authorizes Medaflo and its payment processor to charge the payment method provided for amounts due. Where Medaflo invoices Vendor, invoiced amounts are due as stated on the invoice or in the applicable Service Agreement.
Fees paid are non-refundable except as expressly stated in a Service Agreement or required by law. Medaflo may suspend or terminate paid access for non-payment. Vendor is responsible for taxes arising from its purchase or use of the Medaflo Service, excluding taxes based on Medaflo's net income. Medaflo may change pricing effective at the start of a renewal term.
Medaflo may suspend or terminate Vendor's access to the Medaflo Service, or the access of any individual Authorized User, at any time, for any reason or no reason, with or without notice, and in Medaflo's sole discretion, subject to any different termination provision expressly stated in a Service Agreement. Vendor may stop using the Medaflo Service at any time and may cancel a subscription as described in Section IX. Either party may terminate immediately if the other becomes insolvent, enters bankruptcy or receivership, or ceases business operations, subject to applicable law.
Upon expiration or termination, Vendor's right to use the paid Medaflo Service ends and all unpaid amounts become due. On Vendor's written request made within thirty (30) days after termination, Medaflo will make Vendor Data available to Vendor in an industry-standard format. After that period, Medaflo will securely delete production copies and allow residual encrypted backup copies to expire through the normal backup recovery lifecycle. Medaflo may retain only limited information reasonably necessary to comply with law, preserve a legal hold, resolve disputes, prevent fraud or security threats, maintain billing, security, and audit records, carry out legal responsibilities, or follow Vendor's written instructions. Retained information remains protected, may be used only for the purpose requiring retention, and will be destroyed when that purpose ends. An applicable business associate agreement controls the return, retention, and destruction of Protected Health Information.
Provisions that by their nature should survive termination will survive, including payment obligations accrued before termination, confidentiality, intellectual-property rights, disclaimers, limitations of liability, indemnification, dispute resolution, and general legal provisions.
EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, THE MEDAFLO SERVICE AND MEDAFLO CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, MEDAFLO DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. MEDAFLO DOES NOT WARRANT THAT THE MEDAFLO SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, COMPLETELY SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT INFORMATION PROVIDED BY USERS, HEALTHCARE PROVIDERS, OR OTHER THIRD PARTIES WILL BE ACCURATE, COMPLETE, OR CURRENT. VENDOR IS RESPONSIBLE FOR VERIFYING INFORMATION BEFORE RELYING ON IT.
Some jurisdictions do not permit certain warranty disclaimers. In those jurisdictions, the disclaimers apply only to the fullest extent permitted by law.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THE MEDAFLO SERVICE, THESE TERMS OF USE, OR A SERVICE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, MEDAFLO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE MEDAFLO SERVICE, THESE TERMS OF USE, OR A SERVICE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY VENDOR TO MEDAFLO FOR THE MEDAFLO SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS CAP APPLIES IN THE AGGREGATE TO ALL CLAIMS. A DIFFERENT LIMITATION EXPRESSLY STATED IN A SEPARATELY NEGOTIATED AND SIGNED SERVICE AGREEMENT CONTROLS.
The exclusions and limitations above do not apply to liability that cannot lawfully be excluded or limited. Vendor's payment obligations are not limited by this Section.
Vendor shall defend, indemnify, and hold harmless Medaflo, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers from third-party claims, damages, losses, liabilities, judgments, penalties, costs, and reasonable attorneys' fees arising out of or relating to: (i) Vendor Data; (ii) Vendor's or an Authorized User's violation of law, healthcare-provider policy, or third-party rights; (iii) Vendor's products, representations, credentialing information, or interactions with healthcare providers; (iv) unauthorized or unlawful use of the Medaflo Service by Vendor or its Authorized Users; or (v) Vendor's material breach of these Terms of Use or a Service Agreement. Medaflo will provide prompt notice of the claim, allow Vendor to control the defense and settlement, and provide reasonable cooperation at Vendor's expense. Vendor may not settle a claim in a manner that admits fault by or imposes an obligation on Medaflo without Medaflo's written consent.
These Terms of Use and the relationship between Vendor and Medaflo are governed by Delaware law without regard to conflict-of-law principles. The Federal Arbitration Act governs the interpretation and enforcement of this Section XIV. A different dispute-resolution provision expressly stated in a separately negotiated and signed Service Agreement controls.
Except for the limited exceptions stated below, any dispute, controversy, or claim arising out of or relating to these Terms of Use, a Service Agreement, the Medaflo Service, the relationship between Vendor and Medaflo, or the breach, termination, enforcement, interpretation, or validity of any applicable agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect before a single arbitrator. The arbitrator shall have exclusive authority to resolve disputes concerning the formation, scope, interpretation, validity, or enforceability of this arbitration agreement, except that a court shall decide any dispute concerning the enforceability of the class or representative action waiver below. Arbitration may be conducted by videoconference or, if an in-person hearing is required, in Delaware, unless the parties agree otherwise. Judgment on the award may be entered in any court having jurisdiction.
Either party may bring an individual action in small claims court if the action qualifies and remains in that court. Either party may seek temporary, preliminary, or other emergency injunctive relief from a state or federal court located in Delaware to protect confidential information, intellectual property, the security or integrity of the Medaflo Service, or against unauthorized access or use, without waiving arbitration of all other claims. A court may also enforce this arbitration agreement or an arbitration award.
VENDOR AND MEDAFLO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, OR REPRESENTATIVE PROCEEDING. The arbitrator may award relief only to the individual party seeking relief and may not consolidate the claims of more than one person or entity. If a final decision determines that applicable law prevents enforcement of part of this waiver as to a particular claim or request for relief, only that claim or request shall be severed and may proceed in court after all arbitrable claims have been resolved.
TO THE FULLEST EXTENT PERMITTED BY LAW, VENDOR AND MEDAFLO EACH KNOWINGLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE THAT IS NOT REQUIRED TO BE ARBITRATED UNDER THIS SECTION.
Medaflo may update these Terms of Use by posting the revised version on this page. Medaflo will provide reasonable advance notice of a material change affecting a paid subscription, except where a change is required sooner for legal or security reasons. A material change will apply to an existing paid subscription no earlier than its next renewal unless Vendor accepts the change earlier. Continued use after the applicable effective date constitutes acceptance of the revised Terms of Use.
These Terms of Use, the Privacy Policy, the Security Policy, and any Service Agreement constitute the entire agreement between Vendor and Medaflo concerning the Medaflo Service and supersede prior or contemporaneous communications concerning that subject. If a provision is held invalid or unenforceable, it will be enforced to the maximum permissible extent and the remaining provisions will remain effective. A party's failure to enforce a provision is not a waiver. The parties are independent contractors, and these Terms do not create an agency, partnership, joint venture, fiduciary, franchise, or employment relationship.
Vendor may not assign these Terms of Use or a Service Agreement without Medaflo's prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets where the successor is not a Medaflo competitor and assumes Vendor's obligations. Medaflo may assign these Terms of Use or a Service Agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of substantially all assets. Neither party is liable for delay or failure caused by events beyond its reasonable control, except that this provision does not excuse payment obligations.
Notices concerning breach, termination, indemnification, or legal disputes must be in writing and delivered by email and, where reasonably available, through the Medaflo Service or to the address stated in the applicable Service Agreement. Notices to Medaflo must be sent to hi@medaflo.com. Operational notices may be provided through the Medaflo Service or by email to an account administrator.
If you believe in good faith that copyrighted material available through the Medaflo Service infringes your rights, please notify us. Your notice should identify the copyrighted work and allegedly infringing material, provide your contact information, include a good-faith statement that the use is unauthorized, include a statement under penalty of perjury that the notice is accurate and you are authorized to act for the owner, and include your physical or electronic signature.
If you have questions about these Terms of Use or the Medaflo Service, please contact us.
Last updated: June 30, 2026