Terms of Service

PLEASE READ CAREFULLY PRIOR TO USING THE PLATFORM!

These Terms of Use (the “Terms”) are a binding contract between you and MDI Health Technologies Ltd. (“MDI”, “we” “us” or “our“). By accessing or using the Service (defined below) in any way, or our website – www.mdihealth.com. The Platform is being made available to you since MDI Customer, your employer or entity to whom you provide services subscribed to certain MDI services. The Platform and Services may only be used by you in connection with your employment with or provision of services to the MDI Customer and within the scope of services subscribed for by the MDI Customer.

PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR PLATFORM (AS DEFINED BELOW) AND WEBSITE ARE SUBJECT TO THE FOLLOWING TERMS.

By entering, connecting to, accessing or using the Platform, you hereby acknowledge that you have read, understood and agrees to the following terms. BY ACCESSING AND/OR USING THE PLATFORM, YOU ARE IRREVOCABLY CONSENTING TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, REFRAIN FROM USING THE PLATFORM AND ITS RELATED SERVICES.

You hereby acknowledge that you have read and understood these Terms, and you agree to be bound by these Terms and to comply with all applicable laws and regulations regarding your use of the Platform. These Terms will remain in effect at all times while you use the Platform, or any data obtained through the Platform or the Website. You further acknowledge that these Terms constitute a binding and enforceable legal contract between you and MDI.

If you have any further questions or comments regarding these Terms (including our Privacy Policy), please feel free to contact us by email at info@mdihealth.com. MDI’s representatives are at your disposal for any request, response, or question.

  1. In these Terms the following terms have the meanings ascribed next to them:
    • 1.1. “Platform” means MDI’s platform and services which provide personalized drug therapy management, risk assessment and recommendations (the “Medical Analysis”). Through analysis of the Data provided by you and your employer, we potentially identify and prevent risks associated to the end-user medication treatment.
    • 1.2 . “Output Data” means any output, communication, reports, alerts, analytics, recommendations, notices, results or other forms of information and data through the Platform provided to the Clinician, and/or generated or made available by the Platform.
    • 1.3.“Website” means our public website available at mdihealth.com providing marketing materials and professional information regarding our Platform; for clarity, the term “Website” includes all Output Data (defined below) on the Website, but excludes the Platform, unless otherwise specified herein.
    • 1.4. “Clinician” or “you” or “your” (including any alterations thereof) means any healthcare provider (e.g. medical institution, clinic, insurer, pharmacist), that uses the Website or the Platform in connection with their End Users.
    • 1.5. “Data” means any Personal Data (including Protected Health Information) and/or Non Personal Data, as such terms are defined in our Privacy Policy (“Privacy Policy”), or other information relating to the End-User or the Clinician which is collected, processed, accessed or affected while providing the Platform.
    • 1.6. “End User” means Clinician’s and/or MDI Customer’s patients.
  2. Ability to Accept Terms.
    • 2.1. The Platform and Website are being made available to you since your employer or entity to whom you provide services (the “MDI Customer”) subscribed to certain of our services. The Platform and Website may only be used by you in connection with your employment with or provision of services to the MDI Customer and within the scope of services subscribed for by the MDI Customer. If you access and use the Platform and/or the Website, you represent and warrant that you are of legal age and have the right and authority to enter into these Terms on your own behalf or the behalf of the patient you represent or serve.
    • 2.2. You may not provide access to, or use the Platform or Output Data thereof, for the benefit of third parties or make commercial use of the Platform or related Output Data, but you may use the Platform for your use as part of your employment with MDI Customer, subject to these Terms. Use of and access to the Platform is void where prohibited. By accessing and using the Platform, you shall ensure that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Platform will comply with and does not violate any applicable law, regulation, order or guideline.
  3. License to Use the Platform. MDI hereby grants you, and you accept, a non-exclusive, non-transferable, non-sublicensable, and fully revocable license to access and use the Website, the Platform and the Output Data, in accordance with the terms and conditions set forth in these Terms (including all restrictions herein).
  4. Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Platform and/or the Website to any third party, including, but not limited to your affiliates, or use the Platform in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Website and/or Platform or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform and/or Website; (iii) reverse engineer, decompile or disassemble, decrypt or attempt to derive the source code of, the Platform and/or Website, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Platform and/or Website, or any part thereof; (v) use any robot, spider, scraper or other automated means to access or monitor the Platform and/or Website for any purpose; (vi) take any action that imposes or may impose (at MDI’s sole discretion) an unreasonable or disproportionately large load on the MDI’s infrastructure which supports the Website and/or Platform; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform and/or Website, or any related activities; (viii) the Platform and/or Website to develop a competing service or product; (ix) use the Platform and/or Website in any unlawful manner or for any harmful, irresponsible or inappropriate purpose, or in breach of these Terms. Without derogating from the above, the Clinician agrees to be liable to MDI for any act or omission of any of its employees or anyone on its behalf using the Platform or Website that would constitute a breach of these Terms if such acts or omissions were performed by you.
  5. User’s Responsibilities. If you submit any information to us through or related to the Platform and/or Website, or send us any business information, feedback, idea, concept or invention to us by any means of communications, you shall ensure that such information is not confidential and that you have all necessary permission to submit or otherwise make available such information. You further agree that:
    • 5.1. you will not reproduce, duplicate, copy, sell, resell, or exploit the Platform, the Output Data, its software or any portion of any of the foregoing;
    • 5.2. you will not use the Platform for any purpose in violation of local, state, national or international laws;
    • 5.3. you will not solicit another person’s password or personal information under false pretenses;
    • 5.4. you will not impersonate another person or entity or otherwise misrepresent your affiliation with a person or entity, and/or use or access another user’s account or password without permission;
    • 5.5. you will not violate the legal rights of others, including defaming, abuse, stalking or threatening users;
    • 5.6. you will not infringe the intellectual property rights, privacy rights, or moral rights of any third party;
    • 5.7. you will not post or transmit any Output Data that is (or you reasonably believe or should reasonably believe to be) illegal, fraudulent, or unauthorized, or furthers such activity, or that involves (or you reasonably believe or should reasonably believe to involve) any stolen, illegal, counterfeit, fraudulent, pirated, or unauthorized material;
    • 5.8. you will not publish falsehoods or misrepresentations, including with respect to any medical or health information; and
    • 5.9. you will not post or transmit any Output Data that is (or reasonably should be understood to be) libelous, defamatory, obscene, offensive (including material promoting or glorifying hate, violence, or bigotry or otherwise inappropriate to the community ethos of the Platform).

You agree not to interfere or attempt to interfere with the proper working of the Platform and/or Website or to disrupt the operations or violate the security of the Platform and/or Website. Violations of system or network operation or security may result in civil or criminal liability. We will investigate possible occurrences of such violations, and we may involve and cooperate with law enforcement authorities in prosecuting anyone involved with such violations. You agree to comply with all user responsibilities and obligations as stated in these Terms. Non-enforcement or our failure to act with respect to a breach by you or others of these Terms does not constitute consent or waiver, and we reserve the right to enforce such term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Nothing contained in these Terms shall be construed to limit the actions or remedies available to us with respect to any prohibited activity or conduct.

  1. Links to Other Websites. The Website and/or Platform may provide links to the websites or services of other third-party sites. Links to such third-party sites do not constitute any endorsement by MDI of such third-party sites, or the quality, suitability or accuracy of the products, content, materials or information presented or made available by such sites. You acknowledge and agree that MDI, its directors, officers, employees, agents, service providers and representatives, other third parties, and each of their respective successors and assigns, are not responsible for any claims, damages or losses caused or alleged to have been caused by the use of any third-party sites, or from the products, content, material or information presented by or available through those sites.
  2. Intellectual Property.
    • 7.1. Website and Platform. Title and full, exclusive ownership rights in the Platform and the Website, and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including reports and data related to your usage of the Website and/or Platform (excluding Customer Data), are the exclusive property of MDI.
    • 7.2. Feedback. In the event the Clinician shall provide MDI with any feedback, suggestions, or comments (collectively, “Feedback”) relating to the Platform and/or the Website, Clinician agrees that: (i) MDI will be the sole owner of any Feedback that constitutes an improvement to the Platform, and may use it freely for all intents and purposes (the “Improvements”); and (ii) MDI will have the perpetual, non-exclusive, worldwide, royalty-free right to use such Feedback, other than the Improvements, for any purpose, at its sole discretion, including without limitation to improve the Platform without compensation to the Clinician. Nothing herein shall be deemed as a license to use to the Improvements.
    • 7.3. Customer Data; License. The intellectual property and all other rights, title and interest of any nature in and to Customer Data are according to the agreement between MDI and MDI’s Customer. By uploading the Customer Data, you hereby release MDI and its directors, officers, agents and employees from any claims that such use, as authorized above, violates any of your rights and you understand that you will not be entitled to any additional compensation for any use of your Customer Data. “Customer Data” means any and all data (including without limitation, Personal Data of End Users) uploaded to the Platform and/or Website as part of the Clinician use of the Platform and/or Website.
  3. Confidential Information. You agree to keep confidential any of MDI proprietary or confidential information disclosed to you pursuant to these Terms or in connection with your use of the Platform and/or the Website, and to only use such information for purposes permitted under these Terms. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by you prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that you shall give written notice to MDI of such disclosure and an opportunity, at MDI’s expense, to resist or restrain the scope of such request).
  4. Warranty and Disclaimer
    • 9.1. Without derogating from anything in these Terms and/or any other agreed terms between Clinician and MDI, and/or MDI Customer and MDI, Clinician hereby represents and warrants the following:
      • 9.1.1. In the performance of its obligations under these Terms, Clinician shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other governmental requirements.
      • 9.1.2. Clinician has and shall have throughout the use of the Platform and/or the Website, the necessary experience, expertise and capability to carry out its obligations and undertakings under these Terms and to provide the Health-Related Services (as defined below). Any and all information, advice, consultations and any services that Clinician provides to its End Users or otherwise through the use of the Platform and/or the Website, shall hereinafter be referred to as “Health Related Services”, this term shall include, without limitation, all medical, health related and professional advice, reviews, consultations, tests, analysis, information, prognosis, content, or any other data of similar nature, that Clinician and/or the End-User, or anyone on the Clinician’s and/or the End User’s behalf, may provide via, on in connection with, the Platform and/or the Website.
      • 9.1.3. Clinician shall have obtained and maintain, during the term of these Terms and Clinician’s use of the Platform and/or Website, all necessary authorizations, approvals, licenses and permits in order to adequately perform its obligations under these Terms and to provide the Health-Related Services, including, inter-alia, a valid professional license issued by the applicable authority to practice healthcare/medicine (as applicable).
      • 9.1.4. Clinician has not been debarred, disqualified or banned from performing healthcare/medical services. Clinician shall immediately cease any use of the Platform and/or Website and notify MDI immediately upon the occurrence of such event.
      • 9.1.5. Clinician will thoroughly and critically review any data and/or information received by the use of the Platform and/or Website, including the Output Data any alerts or warnings issued by the Platform and/or the Website. As between MDI and the Clinician, Clinician shall be responsible and liable for medical actions taken including for any medical decisions made by Clinician in connection with its use of the Platform and/or the Website, and in connection with the Output.
      • 9.1.6. ALL OF THE OUTPUT DATA PROVIDED THROUGH THE PLATFORM AND/OR THE WEBSITE, INCLUDING ALL INFORMATION, TEXT, TREATMENTS, DOSAGES, OUTCOMES, CHARTS, PROFILES, GRAPHICS, PHOTOGRAPHS, IMAGES, ADVICE, MESSAGES, AND FORUM POSTINGS, ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE MEDICAL ADVICE, AND ARE NOT INTENDED TO SUBSTITUTE INDEPENDENT PROFESSIONAL MEDICAL JUDGMENT, ADVICE, DIAGNOSIS, OR TREATMENT. Clinician is aware and accepts that MDI has obtained a legal opinion that waive its services from the United States Food and Drug Administration (FDA), in connection with the Platform, as the Platform only intended as an assisting tool for Clinicians and healthcare providers for decision support system, which is evidence based and provide all references for its Output Data and insights. Therefore, Clinician agrees that the use of the Platform and the Website is not intended to, and shall not, limit or otherwise derogate from any of Clinician’s and/or MDI Customer obligations or liabilities with respect to any Health-Related Services and/or medical treatment and/or diagnosis provided by the Clinician and/or any of its personnel to End Users.
      • 9.1.7. Clinician’s use of the Platform and/or the Website does not replace, in any manner, Clinician’s medical discretion. Notwithstanding the generality of the above, any of Clinician’s decisions regarding drug therapy, with respect to which the Platform and/or Website is utilized, shall be made based solely on the Clinician’s independent professional judgment.
      • 9.1.8. If Clinician is required to provide MDI with materials, data, other information, Clinician represents and warrants that it owns or has obtained, or ensured that MDI Customer owns or obtained, all rights in the materials, data and any other information necessary to allow MDI to use such materials, data and other information in the Outputs Data and/or the Platform offered hereunder and that such use by MDI will not violate any intellectual property rights or other rights of the Clinician or any third party (including any End User).
      • 9.1.9. In providing the Platform, we obtain and rely on certain information from you and/or the End User. Therefore you warrant that the Customer Data and all other data you provide is accurate, complete and lawful. MDI shall not be held liable for any damage or loss caused as a result of your incomplete or wrong Customer Data and all other data provided by you.
    • 9.2. You are aware that your collaboration with the End User is important to the success of the treatment.
    • 9.3. The use of the Website or the Platform is at Clinician’s own risk. Any advice received through the Use of the Platform (to the extent received) may not be relied upon for making any decisions, including (without limitation) in professional, medical, legal, personal or financial matters. For this purpose, Clinician should obtain from the End Users any particular circumstances and the facts required for its analysis. Clinician should independently verify all statements contained on the Website and/or Platform. Clinician shall thoroughly and critically review any data and/or information received by the use of the Platform (including any Output Data). Clinician shall be responsible and liable for medical actions taken including for any medical decisions made in connection with its use of the Platform, Service and/or the Website.
    • 9.4. The Content (as defined below) contained on the Website and the Platform is of a general nature and is provided “AS IS”, without any warranty, representation or undertaking (whether expressed or implied) of any kind.. MDI expressly disclaims any and all responsibility and/or liability with respect to actions taken or not taken based on the Content of this Platform or Website and/or regarding the accuracy, completeness, correctness or reliability of the Content contained on the platform, or that it is error free. MDI does not warrant that the platform will be available and/or uninterrupted and/or that is will work in full operating condition. For the purpose of this Agreement, “Content” means visual, audio, numeric, graphical, text or other data or content, which is displayed or made available through the platform, if any.
    • 9.5. It is hereby made clear that no action by End User (i.e., stop taking a drug, changing frequency, dosing etc.) should be taken based on Output Data, without Clinician instructions. Only Physicians will have the mandate to change End User’s medication treatment. MDI will not be liable for any damage and/or loss in connection therewith.
    • 9.6. MDI HAS PROVIDED WARRANTIES OF FUNCTIONALITY OF THE PLATFORM AND WEBSITE TO THE MDI CUSTOMER THAT EMPLOYS YOU OR TO WHOM YOU PROVIDE SERVICES. YOU ARE NOT A THIRD-PARTY BENEFICIARY OF SUCH WARRANTIES.
    • 9.7. CLINICIAN ACKNOWLEDGES THAT MDI HAS NO CONTROL OVER THE INTERNET OR CLINICIAN’S INTERNAL COMPUTER NETWORK, MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PERFORMANCE OF THE INTERNET OR CLINICIAN’S INTERNAL COMPUTER NETWORK AND HAS NO LIABILITY WHATSOEVER FOR CLINICIAN’S INABILITY TO USE THE PLATFORM AND/OR THE WEBSITE PROVIDED HEREUNDER AS A RESULT OF THE FAILURE OF OR INOPERABILITY OF THE INTERNET OR CLINICIAN’S INTERNAL COMPUTER NETWORK.
    • 9.8. CLINICIAN UNDERSTANDS AND AGREES THAT MDI IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND THAT THE PLATFORM AND/OR WEBSITE, ARE INFORMATION TOOLS ONLY AND ARE NOT A SUBSTITUTE FOR COMPETENT MEDICAL ADVISORS. ALL MEDICAL PRACTICE MANAGEMENT AND PATIENT CARE DECISIONS MADE, AND HEALTH RELATED SERVICES PROVIDED, ARE EXCLUSIVELY THE RESPONSIBILITY AND LIABILITY OF CLINICIAN. CLINICIAN ACKNOWLEDGES AND AGREES THAT MDI HAS NO LIABILITY WHATSOEVER FOR ANY AND ALL CLAIMS THAT ANY IMPROPER MEDICAL TREATMENT AND/OR DIAGNOSIS RESULTED FROM OR AROSE OUT OF USE OR RELIANCE UPON ANY OUTPUT DATA, THE WEBSITE AND/OR THE PLATFORM.
    • 9.9. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MDI DOESN’T MAKES ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PLATFORM, THE WEBSITE AND/OR THE OUTPUT DATA, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR REPRESENTATIONS CONCERNING MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES OR REPRESENTATIONS ARE MADE AS TO ANY THIRD-PARTY SOFTWARE OR CUSTOMER DATA OR OTHER THIRD-PARTY’S CONTENT THAT MAY BE CONTAINED IN THE WEBSITE, PLATFORM AND/OR OUTPUT DATA.
  5. You aware and give your prior consent that MDI may discontinue the Platform, for any reason, in accordance with the terms of our agreement with MDI Customer.
  6. Limitation of Liability. IN NO EVENT SHALL MDI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND REPRESENTATIVES, OTHER THIRD PARTIES, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE CLAIMS, LOSSES, OR DAMAGES, RELATED TO OR IN CONNECTION WITH THE WEBSITE OR THE PLATFORM, CONTENT OR OUTPUT DATA MADE AVAILABLE ON OR THROUGH THE WEBSITE OR THE PLATFORM, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO ANY MEDICAL PROBLEMS, LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS, ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL AND/OR THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES. THE WEBSITE AND THE PLATFORM ARE PROVIDED ON AN “AS IS” BASIS. MDI DOES NOT WARRANT THAT THE PLATFORM AND/OR THE WEBSITE WILL MEET YOUR REQUIREMENTS. MDI HERBY DISCLAIMS ALL EXPRESS WARRANTIES AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, NON-INTERFERENCE, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND RELIABILITY OF THE OUTPUT DATA AND OTHER DATA PRODUCED BY USE OF THE PLATFORM AND/OR THE WEBSITE AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MDI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY CLAIMS, LOSSES, OR DAMAGES IN CONNECTION WITH ERRORS, OMISSIONS OR INACCURACIES OF THE CONTENT, THE OUTPUT DATA, PLATFORM, OR WEBSITE OR ANY DECISION MADE IN RELIANCE ON THE CONTENT, OUTPUT DATA OR THE PLATFORM, CONTAINED ON OR ACCESSIBLE THROUGH THE WEBSITE OR THE PLATFORM. YOUR SOLE REMEDY FOR ANY CLAIMS IN CONNECTION WITH THE WEBSITE OR THE PLATFORM IS TO DISCONTINUE USING THE WEBSITE AND THE RELATED CONTENT OUTPUT DATA AND THE PLATFORM.

YOU SHALL REMAIN SOLELY LIABLE FOR ANY AND ALL LIABILITY ARISING FROM THE HEALTH-RELATED SERVICES PROVIDED THEREBY AND/OR USE OF THE PLATFORM AND/OR WEBSITE. ANY DECISION MADE OR ACTION (INCLUDING ANY HEALTH-RELATED DECISION OR ACTION) TAKEN BY YOU IN CONNECTION WITH THE PLATFORM AND/OR WEBSITE, AND ANY CONSEQUENCE RESULTING THERETO, ARE AT YOURS SOLE LIABILITY.

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MDI, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE WEBSITE AND THE PLATFORM), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) FOR IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 14 SHALL APPLY: (I) EVEN IF MDI, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

WITHOUT DEROGATING FROM THE ABOVE, MDI IS NOT AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO: (A) THE ACCURACY OR COMPLETENESS OF CUSTOMER DATA; (B) USE OF OUTPUT DATA; (C) CLINICIAN’S NEGLIGENCE AND WILLFUL ACT; OR (D) MODIFICATIONS TO THE OUTPUT DATA, WHETHER SUCH DAMAGES ARE SUFFERED BY CLINICIAN OR ANY THIRD PARTY.

  1. Indemnification by Clinician. Clinician shall indemnify, defend and hold harmless MDI, its affiliates and its and their respective officers, directors and employees from and against any and all claims, damages, actions and causes of action in connection with the Platform and/or the Website, or in connection with any distribution, publication, exportation, disclosure, misuse or misconduct by Clinician, or fraudulent behavior by Clinician, with respect to reports and other outcome resulting from the Platform and/or the Website.
  2. Availability. The Platform’s and the Website’s availability and functionality depends on various factors, such as communication networks. We do not warrant or guarantee that the Platform and/or the Website will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
  3. Modifications to Website/Platform/Content/Output Data. You acknowledge and agree that MDI reserves the right to change, modify, amend, suspend or discontinue any aspect of the Website, Platform, Content and/or Output Data at any time, without notice and without liability to you or any other third party. We will make an effort to inform you of substantial changes through the channels of communication generally used in such circumstances. If you do not agree to the new or different terms, you should not use and are free to discontinue using the Platform.
  4. MDI may terminate your use of the Platform or the agreement with you at any time and without prior written notice in any case you have breached these Terms, in accordance with the terms of our agreement with MDI Customer. We shall not be liable to you or any third party for termination of your use of or access to the Website and/or Platform, or any portion thereof. Any provision of these Terms which is intended to survive termination shall survive termination of these Terms.
  5. Force Majeure. MDI shall not be liable for any unavailability of the Website or Platform caused by a Force Majeure. “Force Majeure Event” means circumstances beyond our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, natural disaster, civil unrest, acts of terror, acts of war, riots, military or national emergencies, government restrictions, strikes or other labor problems, electrical disturbances, lack of power supplies, Internet service provider failure or delay, virus or hacker attacks or denial of service attack.
  6. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms, and the remainder of these Terms shall continue in full force and effect.
  7. Technology. Without derogating for the above, we do not warrant or guarantee that the Platform will function with your mobile or computing device or be compatible with the hardware or software on any particular devices. Information will be transmitted over a medium that will be beyond our control and jurisdiction; multiple factors, including network availability, may affect alert or notification delivery or otherwise interfere with the operation of the Platform. Without limiting the foregoing, we, our licensors, and our suppliers make no representations or warranties about (1) the availability, accuracy, reliability, completeness, quality, performance, suitability or timeliness of the Platform, Content, Output Data, including software, text, graphics, links, or communications provided on or through the use of the Platform; or (2) the satisfaction of any government regulations requiring disclosure of information on prescription drug products or the approval or compliance of any software tools with regard to the Platform. Although we take reasonable measures to keep the Platform free of viruses, worms, Trojan horses or other code that contain destructive properties, we do not warrant or guarantee that files available for downloading through the Platform will be free of such contaminations.

 

  1. Choice of Law and Venue. These Terms shall be governed by and interpreted in accordance with laws of the State of Delaware or as agreed between MDI and MDI’s Customer.
  2. (i) These Terms and the Privacy Policy represent the complete agreement concerning the Website and Platform between you and MDI. These Terms shall prevail any previous proposal or regulations between MDI and You. (ii) MDI’s obligation to provide the Platform is subject to payment. (iv) Section headings are provided for convenience only and have no substantive effect on construction. (v) The failure of MDI to exercise or enforce any right or provision of these Terms will not deem a waiver of such right or provision. (vi) these Terms may not be assigned by Clinician without our prior written consent.

Contact Information. All notices to you relating to these Terms shall be posted on the Platform or sent to you at the e-mail or physical address, if any, that you provided to us. All notices to us relating to these Terms may be made either by e-mail to info@mdihealth.com. Notice shall be deemed given when notice is posted on the Platform or when the e-mail is sent, unless the sending party is notified that the e-mail address is invalid.

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