MedPalMedPal

Customer Terms of Use

Terms of Use

Effective Date: [--]

The following terms and conditions constitute an agreement between you and MedPal (“MedPal,” “we,” or “us”), the operator of the MedPal app and software platform (the “Site”) and related websites, applications, services and mobile applications provided by MedPal and in any case where these Terms of Use are posted or referenced (collectively, the “Services”). These terms of use (the “Terms of Use”), together with our PRIVACY POLICY and ACCEPTABLE USE POLICY (each of which are incorporated herein by reference, and collectively, the “Agreement”) govern your use of the Services, whether or not you have created an account. These Terms of Use govern the use of the Site and Services by users who are not Healthcare Providers. If you are a Healthcare Provider, please refer to the Healthcare Provider Terms of Use located at [INCLUDE LINK].

BY USING OR OTHERWISE ACCESSING THE SERVICES AND/OR BY CREATING AN ACCOUNT WITH US, YOU AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THE INFORMATION PRACTICES DISCLOSED IN OUR PRIVACY POLICY AND THE USE RESTRICTIONS IN THE ACCEPTABLE USE POLICY. YOU ALSO AGREE TO RESOLVE ANY DISPUTE THAT YOU MAY HAVE WITH US OR THE SERVICES IN THE STATE OF NEW YORK. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, THE PRIVACY POLICY OR THE ACCEPTABLE USE POLICY, YOU ARE NOT PERMITTED TO USE OR ACCESS THE SITE OR THE SERVICES IN ANY WAY. MedPal operates subject to state regulation and may not be available in certain states. If you create an account or use the Services on behalf of an individual or entity other than yourself, you represent that you are authorized by such individual or entity to accept this Agreement and act on such individual’s or entity’s behalf.

  1. ABOUT THE SITE

Portions of the Services can be viewed without a MedPal account, and these Terms of Use will govern regardless of whether you have an active account with MedPal or not. To benefit from all of the Services we offer, you must create a MedPal account and provide certain basic information about yourself, which you authorize MedPal to use and disclose as described in our Privacy Policy.

You acknowledge that although some Content may be provided by healthcare professionals, the provision of such Content does not create a medical professional/patient relationship, and does not constitute an opinion, medical advice, provide a diagnosis or treatment, but is provided to assist you in finding availability and scheduling appointments with doctors, dentists or other healthcare specialists, professionals, providers, or organizations (collectively, “Healthcare Provider”). “Content” means content, text, data, graphics, images, photographs, video, audio, information, suggestions, guidance, and other materials provided, made available or otherwise found through the Services and/or Site, including, without limitation, Content provided in direct response to your questions or postings.

THE INFORMATION DISPLAYED ON OR ACCESSIBLE THROUGH THE SITE IS PROVIDED "AS IS," "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. MEDPAL MAKES NO GUARANTEE OR WARRANTY OF THE SITE’S FUTURE OR CONTINUED AVAILABILITY, COMPATIBILITY, OR EXISTENCE. WE MAKE NO GUARANTEES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO PROFESSIONAL QUALIFICATIONS, EXPERTISE, QUALITY OF WORK, PRICE OR COST INFORMATION, OR ANY OTHER CONTENT AVAILABLE THROUGH THE SERVICES. IN NO EVENT SHALL MEDPAL, LLC BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON SUCH CONTENT. FURTHERMORE, WE DO NOT IN ANY WAY ENDORSE OR RECOMMEND ANY INDIVIDUAL OR ENTITY LISTED OR ACCESSIBLE THROUGH THE SERVICES.

You acknowledge that delays in medical evaluation and treatment could occur due to the use of this Site, or any resulting deficiencies or failures of the Site or specific features or technologies thereof and you agree that MedPal will not be liable for any delays or damage caused by a delay in seeking medical attention. You understand that it is your responsibility to provide the applicable Healthcare Provider with appropriate information including but not limited to personal health history adverse drug interactions or allergic reactions with respect to the Services.

  1. WE DO NOT PROVIDE MEDICAL ADVICE

The Services that you received and the Content that you obtain or receive from MedPal, its employees, contractors, partners, sponsors, advertisers, licensors or others through the Services, is for informational, scheduling and payment purposes only. All medically related information, including, without limitation, information shared on any text or email message associated with or integrated into MedPal, comes from independent healthcare professionals and organizations and is for informational purposes only. MedPal does not engage in the practice of medicine, nursing, or any other professional service performed by practitioners of the healing arts and does not prescribe or in any way authorize the prescription of any medications.

NO INFORMATION PROVIDED BY US IS INTENDED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, NOR DOES IT REPLACE PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTHCARE PROVIDER UNDER ANY CIRCUMSTANCE. DO NOT USE THE SERVICES FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, IMMEDIATELY CALL YOUR HEALTHCARE PROFESSIONAL/ OR 911. THIS SITE IS NOT DESIGNED FOR USE FOR URGENT MEDICAL NEEDS. YOUR USE OF THE SITE AND ACCESS TO CONTENT IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE, DENTISTRY, NURSING, OR OTHER PROFESSIONAL HEALTHCARE SERVICES OR ADVICE, OR THE PROVISION OF MEDICAL CARE.

All options available on the Site, including without limitation, options related to the Healthcare Providers, locations and appointment times, are provided to you for informational purposes and we do not recommend or endorse any specific tests, Healthcare Providers, procedures, opinions, or other information that may appear through the Services. If you rely on any Content, you do so solely at your own risk. You are required to independently confirm any Content relevant to you with other sources, including your health care provider’s office, medical associations relevant to the applicable specialty, your state medical boards, and the appropriate licensing or certification authorities to verify listed credentials and education.

  1. NO DOCTOR PATIENT RELATIONSHIP

MEDPAL DOES NOT EMPLOY OR CONTRACT WITH ANY HEALTHCARE PROVIDERS FOR THE PROVISION OF HEALTHCARE SERVICES THROUGH THE SITE. THE SOLE PURPOSE OF ANY HEALTHCARE PROVIDER’S USE OF THE SITE IS TO PROVIDE CONNECTIONS TO POTENTIAL CUSTOMERS.

DOCTORS, DENTISTS, NURSES, AND OTHER MEDICAL PROFESSIONALS USE THE SERVICES TO SHARE CONTENT WITH YOU, BUT YOUR USE OF THIS CONTENT IS NOT A SUBSTITUTE FOR HEALTHCARE. NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED WHEN YOU USE THE SERVICES OR CONTENT. THIS IS TRUE WHETHER SUCH CONTENT IS PROVIDED BY OR THROUGH THE USE OF MEDPAL AND RECEIPT OF THE SERVICES, DIRECTLY BY A HEALTHCARE PROVIDER TO YOU THROUGH THE USE OF THE SERVICES OR THROUGH ANY OTHER COMMUNICATIONS FROM MEDPAL INCLUDING, WITHOUT LIMITATION, ANY EMAIL OR TEXT MESSAGE ASSOCIATED WITH OR INTEGRATED INTO MEDPAL OR LINKS TO OTHER SITES, OR WITH RESPECT TO ANY ASSISTANCE WE MAY PROVIDE TO HELP YOU FIND AN APPROPRIATE HEALTHCARE PROVIDER IN ANY FIELD.

MedPal encourages Healthcare Providers to use the Services responsibly, but we have no control over, and cannot guarantee the availability of, any Healthcare Provider at any particular time. We will not be liable for cancelled or otherwise unfulfilled appointments, or any injury resulting therefrom, or for any other injury resulting from or arising from, or related to, the use of the Site or Services whatsoever. An encounter with a Healthcare Provider on the Site does not replace the need for you to consult with your own provider regarding any healthcare services.

  1. CONTACTING PROVIDERS; CONSENT AND ACKNOWLEDGEMENT; IMPORTANT INFORMATION ABOUT HEALTHCARE PROVIDER RELATIONSHIPS AND HEALTHCARE PROVIDER LISTS

In order to facilitate a connection between you and a Healthcare Provider, MedPal may provide a care coordination feature that allows audio-visual communications. MedPal does not represent that any care coordination feature (which may include an electronic, two-way audio and visual communications feature) is intended for the purpose of diagnosis or treatment of any medical, mental, or emotional condition. A Healthcare Provider may reach out to you to initiate or coordinate an encounter through a care coordination feature. You have the option to decline the use of the care coordination feature for any electronic messaging or audio-visual communication purposes.

In order to provide the Services and comply with applicable law, Healthcare Providers may require certain consent forms to be entered into by you prior to providing services. To avoid any doubt, in order to receive Services from MedPal, we require that you execute all such consent forms required by the applicable Healthcare Provider. If you do not agree with such consent forms applicable to you, you are not permitted to use the Services or access the Content.

In connection with using the Site and the Services to locate and schedule appointments with Healthcare Providers, you understand that:

YOU ARE RESPONSIBLE FOR CHOOSING YOUR OWN HEALTHCARE PROVIDER. MEDPAL DOES NOT GUARANTEE THAT HEALTHCARE PROVIDERS YOU CONNECT WITH ON THE SITE WILL BE SUFFICIENT OR MEET YOUR EXPECTATIONS, AND MAKES NO RESPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY HEALTH CARE SERVICES, ADVICE, DIAGNOSES OR PRESCRIPTIVE SERVICES PROVIDED BY HEALTH CARE PROVIDERS, OR THAT ANY SUBSEQUENT HEALTH CARE SERVICES ARE OR WILL BE PROVIDED WITHIN THE APPLICABLE COMMUNITY STANDARD OF CARE.

MedPal may exclude Healthcare Providers who, in MedPal’s discretion, have engaged in inappropriate or unprofessional conduct, however MedPal makes no representation that the Healthcare Providers are properly licensed in each State in which they do business or that the Healthcare Providers are qualified in any way to provide health care services. MedPal shall not be liable for any acts or omissions of any Healthcare Provider for any reason and makes no representations or warranties with respect to the expertise, knowledge, or subsequent health care services of any Healthcare Provider.

To help you find Healthcare Providers who may be suitable for your needs and enable the maximum choice and diversity of Healthcare Providers participating in the Services, MedPal will provide you with lists and/or profiles of Healthcare Providers. These results are based on information that you provide us, such as geographical location, symptoms related to certain healthcare specialties. They may also be based on other criteria (including, for example, Healthcare Provider availability, past selections by and/or ratings of Healthcare Providers by you or by other MedPal users, and past experience of MedPal users with Healthcare Providers). Note that MedPal (a) does not, recommend or endorse any Healthcare Providers, (b) does not make any representations or warranties with respect to these Healthcare Providers or the quality of the healthcare services they may provide, and (c) does not receive any additional fees from Healthcare Providers for featuring them (i.e., higher or better placement on lists) through the Services.

  1. CONTENT PROVIDED BY THIRD PARTIES

Healthcare Provider and practice Content is intended for general reference purposes only and is provided to you with no editorial oversight from MedPal. Healthcare Provider Content may be provided by the Healthcare Provider and collected from multiple other data sources that may not be confirmed by the Healthcare Provider. Such Content may change frequently and may become out of date, incomplete or inaccurate. Neither the Site nor MedPal provides any advice or qualification certification about any particular Healthcare Provider.

  1. PRIVACY POLICY

MedPal reserves the right, and you authorize MedPal, to use and assign all information regarding your use of the Site and all information provided by you in any manner consistent with the Privacy Policy. The Privacy Policy, which may change from time to time without prior notice, is a part of these Terms of Use. Please review the Privacy Policy carefully, as your use of the Services constitutes your agreement to it.

  1. YOUR RESPONSIBILITIES
    1. Your Account Username and Password

If you choose, or are provided with, a username, password, or any other piece of information as part of your use of the Site, you must treat such information as confidential, and you must not disclose it 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 this Site or portions of it using your user name, password, or other security information. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

MedPal has the right to disable any username, password, or other identifier, whether chosen by you or provided by MedPal, at any time in MedPal’s sole discretion for any or no reason, including if, in MedPal’s opinion, you have violated any provision of these Terms of Use.

    1. Your Responsibilities Generally

In addition to the cost for accessing the Services, you are also entirely responsible for any related healthcare expenses. You are responsible for ensuring that all information that you provide to MedPal is accurate and up to date. A portion of the Services may not be available through MedPal or your Healthcare Provider depending upon a number of factors. Ultimately, you must resolve any dispute between you or any Healthcare Provider arising from any transaction hereunder directly with the Healthcare Provider.

You are responsible for all use of the Services, including the privacy and security of any usernames and passwords assigned to or created by you. You may only use the Site and the Services for lawful, non-commercial purposes. You may not use the Site in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site or the Services. You may not attempt to gain unauthorized access to any of the Services, user accounts, or computer systems or networks, through hacking, password mining or any other means. You may not accumulate or index, directly or indirectly, any Content or portion of the Site and/or Services (including, without limitation, Healthcare Provider Content, appointment availability and price information) for any purpose whatsoever.

You must use the Services in a manner consistent with the Acceptable Use Policy. Please review the Acceptable Use Policy carefully, as your use of the Services constitutes your agreement to it.

In addition to our rights in these Terms of Use, we may take legal action and implement any technological measures to prevent violations of the restrictions hereunder and to enforce these Terms of Use or our Acceptable Use Policy.

    1. Responsibilities of Healthcare Providers and Others in the Healthcare or Medical Industries

If you are a Healthcare Provider or other person or entity in the healthcare or medical industries, regardless of whether you maintain an account with MedPal or whether you schedule or intend to obtain customers for appointments through the Services, you acknowledge and agree that:

      1. You will not use the Services to view, access or otherwise use, directly or indirectly, pricingavailability, or other Content for any purpose other than your own personal use as a patient or prospective patient.
      2. You will not use the Services to establish, attempt to establish, or enforce, directly or indirectly, any agreement or coordination of the pricing charged for any product or service; the kinds, frequencies or amounts of any product or service offered; or the customer or customer categories for any product or service, or otherwise engage or attempt to engage in price fixing, output restriction, or customer or market allocation.
      3. You will not use the Services, directly or indirectly, to engage in any anti-competitive, deceptive or unfair practices, or otherwise violate applicable antitrust, competition or consumer protection laws, or regulations.
  1. CHANGES TO THE SERVICES; NEW SERVICES

We may from time to time add new features to the Services, substitute a new service for one of the existing Services, or discontinue or suspend one of the existing Services. Under no circumstances will MedPal be liable for any suspension or discontinuation of any of the Services or portion thereof, and the use of new services will be governed by this Agreement.

  1. LINKS TO OTHER WEBSITES
    1. Linking to the Site

Hyperlinks to the Site may not state or imply any MedPal sponsorship or endorsement of another website, publication, or service. The Content may not be incorporated into another website, publication, or service without MedPal’s prior written approval. You agree to cooperate with MedPal in causing any unauthorized framing or linking to stop immediately. MedPal reserves the right to withdraw linking permission without notice.

    1. Links to Other Sites

If the Site contains links to other sites and resources provided by third parties, these links are provided for convenience only. MedPal has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY WEBSITES LINKED TO THIS SITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.

  1. CONTENT YOU POST OR SUBMIT

You will have the opportunity to submit feedback, ratings and reviews regarding your experiences with Healthcare Providers you find through the Services, to submit inquiries concerning possible medical needs and to participate in the other interactive or community features of the Site (collectively, “Posted Information”). It is important that you act responsibly when providing Posted Information. Your Posted Information must comply with our Acceptable Use Policy, and your Healthcare Provider reviews must comply with our guidelines for reviews. MedPal reserves the right to remove or censor any Posted Information that does not comply with the Acceptable Use Policy, as determined by MedPal in its sole discretion.

By posting Posted Information through the Services, you agree to and hereby do grant, and you represent and warrant that you have all intellectual property rights necessary to grant, to MedPal and its contractors an irrevocable, perpetual, royalty-free, fully sublicensable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Information and to adapt, edit, sell, re-sell, translate, prepare derivative works of, incorporate into other works, or otherwise exploit, such Posted Information. This license is non-exclusive, except you agree that MedPal shall have the exclusive right to practice this license to the extent of combining your Posted Information with the Posted Information of other MedPal users for purposes of constructing or populating a searchable database of reviews and information related to the healthcare industry.

MEDPAL RESERVES THE RIGHT TO IMMEDIATELY REMOVE ANY MATERIAL THAT MEDPAL BELIEVES IS OR MAY BE INFRINGING OR VIOLATING OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR OTHER RIGHTS OR IN VIOLATION OF LOCAL OR FOREIGN LAWS AT ANYTIME, WITHOUT PRIOR NOTICE TO YOU. YOU AGREE THAT MEDPAL MAY TERMINATE YOUR ACCESS AT ANYTIME FOR ANY REASON WITHOUT NOTICE.

  1. YOUR USE OF CONTENT

All of the Content is owned by us or our licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You acknowledge that the Services and any underlying technology or software used in connection with the Services contain MedPal’s proprietary information. We give you permission to use the Content for personal, non-commercial purposes only and do not transfer any intellectual property rights to you by virtue of permitting your use of the Services. You may print, download, and store information from the Site for your own convenience, but you may not copy, distribute, republish (except as permitted in this paragraph), sell, re-sell or otherwise exploit any of the Content, or exploit the Site or Services in whole or in part, for any commercial gain or purpose whatsoever. Except as expressly provided herein, neither MedPal nor its licensors grant you any express or implied rights, and all rights in the Site and the Services not expressly granted by MedPal to you are retained by MedPal.

We may incorporate third party software as part of certain of the Services, including without limitation open source third party software. Your use of such third-party software is subject to any and all applicable additional terms and conditions governing such use provided by the third-party software provider. Where applicable, additional notices relating to the third-party software may be provided by us, which for example may contain attribution and disclaimer notices applicable to the third-party software.

  1. DISCLAIMER

You acknowledge that we have no control over, and no duty to take any action regarding: (a) which users gain access to the Site and/or the Services, (b) what Content you access, (c) what effects the Content may have on you, (d) how you may interpret or use the Content, or (e) what actions you may take as a result of having been exposed to the Content. You release us from all liability for you having acquired, you having not acquired, or your use of Content. We make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Site and/or the Services. We have no special relationship with or fiduciary duty to you. WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES AND THE SITE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. MEDPAL MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE THROUGH THE SERVICES OR ANY OTHER SECURITY ASSOCIATED WITH THE TRANSMISSION, STORAGE OR ACCESSING OF SENSITIVE INFORMATION. MEDPAL DOES NOT WARRANT THAT THE SITE OR THE SERVICES WILL OPERATE ERROR-FREE, BUG-FREE OR FREE FROM DEFECTS, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES, SOFTWARE OR SITE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS AND DOES NOT GUARANTEE AGAINST UNAUTHORIZED USERS OR HACKERS ATTEMPTING TO OBTAIN ACCESS TO THIS SITE.

PLEASE BE AWARE THAT MEDPAL MAY COLLECT HEALTH-RELATED INFORMATION FROM USERS. THE SECURITY OF THIS INFORMATION CANNOT BE GUARANTEED. SUBMITTING PERSONAL HEALTH DATA ON THIS SITE IS DONE AT YOUR OWN RISK. THE CONTENT PROVIDED ON THIS WEBSITE IS FOR GENERAL INFORMATIONAL PURPOSES ONLY. IT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALWAYS SEEK THE ADVICE OF A PHYSICIAN OR OTHER QUALIFIED HEALTHCARE PROVIDER WITH ANY QUESTIONS REGARDING A MEDICAL CONDITION. 

BY USING MEDPAL AND SUBMITTING HEALTH INFORMATION, YOU ACKNOWLEDGE AND ACCEPT THE RISKS ASSOCIATED WITH PROVIDING YOUR DATA ON A PLATFORM THAT DOES NOT HAVE ROBUST SECURITY MEASURES IN PLACE. MEDPAL IS NOT LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF PERSONAL HEALTH INFORMATION. USERS ARE ENCOURAGED TO CAREFULLY CONSIDER THE SENSITIVE NATURE OF THE INFORMATION YOU SHARE. WE ADVISE AGAINST SUBMITTING HIGHLY CONFIDENTIAL HEALTH INFORMATION THROUGH THIS SITE.

  1. GENERAL LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WILL MEDPAL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, REVENUES, DATA OR COMPENSATION THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE OR SITE, EVEN IF MEDPAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN MEDPAL AND YOU. THIS SITE AND THE CONTENT DISPLAYED ON OR ACCESSIBLE THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEDPAL THROUGH THE SITE WILL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS OF USE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT WILL MEDPAL’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE OR SITE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED U.S. $100 OR THE LOWEST AMOUNT PERMITTED UNDER APPLICABLE LAW.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

  1. TERMINATION

We may terminate, suspend and/or deactivate your account at any time, without notice, if there has been a violation of this Agreement or other policies and terms posted on the Site or through the Services by you or by someone using your account information. We may also terminate, suspend or deactivate your account for any other reason, including inactivity for an extended period. MedPal shall not be liable to you or any third-party for any termination, suspension or deactivation of your access to the Site and/or the Services. Further, you agree not to attempt to use the Site and/or the Services after any such termination, suspension or deactivation (provided, in the case of deactivation due exclusively to your inactivity, you may be permitted to create another account). Sections 1, 2, 3, 4, 6, 8, l0, 11, 12, 13, 14, 15, 16 and 17 shall survive any termination or expiration of these Terms of Use.

  1. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless MedPal, its affiliates, licensors, and service providers, and its officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a) your violation of these Terms of Use or your use of the Site or Services, including, but not limited to, your Posted Information, any use of the Site or Services other than as expressly authorized in these Terms of Use or your use of any information obtained from the Site;

(b) acts performed or omitted to be performed by a Healthcare Provider in connection with any healthcare services performed by a Healthcare Provider;

(c) delays in evaluation or care due to use of this Site, technology issues or failure of the Site to operate properly; or

(d) adverse drug interactions, allergic reactions, or other judgments made by Healthcare Providers resulting from limited access to health histories and medical records.

  1. MISCELLANEOUS
    1. Electronic Contracting

Your affirmative act of using the Services and/or creating an account constitutes your electronic signature to this Agreement, which includes our Privacy Policy and Acceptable Use Policy, and your consent to enter into such agreements with us electronically.

    1. Changes to These Terms of Use

We may change these Terms of Use and the other documents that are part of the Agreement at any time, as we deem appropriate. Upon any such change, we will post the amended terms on the Site; we may also attempt to notify you in some other way. Your continued use of the Site and/or the Services following such posting shall constitute your affirmative acknowledgement of the Terms of Use or other applicable Agreement document, the modification, and agreement to abide and be bound by the Terms of Use or other applicable Agreement document, as amended. We encourage you to periodically review these Terms of Use and the Agreement. IF AT ANY TIME YOU CHOOSE NOT TO ACCEPT THESE TERMS OF USE OR THE AGREEMENT, INCLUDING FOLLOWING ANY SUCH MODIFICATIONS HERETO, THEN YOU MUST STOP USING THE SITE AND THE SERVICES.

    1. Choice of Law and Arbitration Clause - Important ¬Please Review as This Affects Your Legal Rights

We hope that we can work out any disagreements you might have with MedPal. But if there is a dispute that needs to be further resolved, that process will take place according to this section. This Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of New York, as applied to contracts made and to be performed entirely within New York, without giving effect to the state’s conflicts of law statute. TO THE EXTENT PERMITTED UNDER LAW, YOU AGREE THAT Any controversy or claim RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use or the Agreement.

    1. Entire Agreement

This Agreement and any supplemental terms, policies, rules and guidelines posted through the Services, each of which are incorporated herein by reference, including the Privacy Policy and the Acceptable Use Policy, constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of MedPal to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

    1. Headings

The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe the meaning, scope or intent of this Agreement or any terms or conditions therein.

    1. Assignment

We may assign this Agreement at any time, including, without limitation, to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity. You may not assign, transfer or sublicense this Agreement to anyone else and any attempt to do so in violation of this section shall be null and void.

    1. Eligibility

If you are under the age of 18 or the applicable legal age in your jurisdiction, you may use the Site or Services only under the supervision of your parent or legal guardian who has agreed to these Terms of Use and who may have access to the information you provide to MedPal. Parents or legal guardians of a child under the age of 18 may use the Site or Services on behalf of such minor child. By using the Site or Services on behalf of a minor child, you represent and warrant that you are the parent or legal guardian of such child, and that all references in these Terms of Use to “you” shall refer to such child or such other individual on whose behalf you have authorization to enter into these Terms of Use and you in your capacity as the parent or legal guardian of such child or as the authorized party of such individual.

If you do not qualify under these Terms of Use or cannot comply with the Acceptable Use Policy, do not use the Site or Services. Use of the Services is void where prohibited by applicable law, and the right to access the Site is revoked in such jurisdictions. By using the Site and/or the Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use. The Site is administered in the U.S. and intended for U.S. users; any use outside of the U.S. is at the user’s own risk. Users are responsible for compliance with any local, state or federal laws applicable to their use of the Services or the Site.

    1. SMS/MMS Text Communications

To access the Services you expressly consent to allow us or our Healthcare Providers to text you (via SMS and/or MMS) with or regarding Personal Information (as defined in our Privacy Policy), appointments, or similar matters related to the Services using the contact information you have provided. Your phone carrier’s normal rates may apply if you have consented to receive text messages. This consent is not a condition of purchase, and you may revoke this consent at any time by emailing us at: info@Medpal.app.

We may share your Personal Information, including your SMS opt-in or consent status, with third parties that help us provide our messaging services, including but not limited to platform providers, phone companies, and any other vendors who assist us in the delivery of text messages.

  1. PAYMENT PROCESSING
    1. Payment and Transaction Processing Generally.

You may be required to pay additional fees or incur other payment obligations, including, for example, missed scheduled time fees. In connection with such payments, we process your payment card information in accordance with our Privacy Policy. MedPal and/or its payment processing partner may collect from the applicable Healthcare Provider a transaction processing fee for our billing, collection and payment services (the “Transaction Processing Services”) performed in connection with such payment, which transaction processing fee is paid by the Healthcare Provider, not you.

You acknowledge and agree that:

(a) you are responsible for and you will pay the fees charged through MedPal by the applicable Healthcare Provider;

(b) you remain responsible for paying all amounts required by law and/or contract;

(c) MedPal may process your payment, and may do so in collaboration with our payment processing partner;

(d) MedPal is not responsible for any charges incurred for any products or services provided by Healthcare Provider, including any subsequent health care services;

(e) MedPal is not responsible for any charges submitted for processing by Healthcare Providers;

(f) in the event you dispute any fees chargeable or charged through MedPal by a Healthcare Provider, you will resolve such dispute directly with the applicable Healthcare Provider;

(g) by using the Services, you accept the terms of use and privacy policy of our payment processing partner with respect to Services;

(i) you will promptly review all charges processed through the Services, and immediately notify MedPal to the extent you have any questions, concerns or disputes; in no event may you raise any questions, concerns or disputes after [--] from the date of the applicable transaction; and

You further acknowledge and agree that: neither MedPal nor our payment processing partner will be responsible if either we or our payment processing partner are unable to complete a transaction for any reason, including but not limited to:

(A) if you have not provided us with accurate, current and complete payment information;

(B) if you do not have sufficient available funds or available credit to complete the transaction;

(C) if you do not have an active payment card, or if we are unable to confirm your payment card information or your identity;

(D) if your account with us, your account with our payment processing partner, your access to the Services, or your access to our payment processing partner’s services has been terminated or suspended for any reason;

(E) if we or our payment processing partner have reason to believe that the requested transaction is unauthorized; or

(F) if we terminate or suspend the services we provide to the applicable Healthcare Provider.