These terms of use are entered into by and between You and MedFlyt, LLC and Medflyt At Home LLC, owned by Medflyt LLC (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of our website at www.medflyt.com or any of our services, such as the MedFlyt mobile application, along with any related software or Company servers (collectively, the “MedFlyt Platform”), including any content, functionality and services offered on or through the foregoing, whether as a guest or a registered user.

These Terms of Use will be effective as of the date that you create your account with us. PLEASE READ THE TERMS OF USE CAREFULLY. BY CLICKING “I ACCEPT” AND USING THE MEDFLYT PLATFORM, YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN AND OUR PRIVACY POLICY FOUND AT [https://medflyt.com/privacy-policy] (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE OR PRIVACY POLICY, YOU MAY NOT USE THE MEDFLYT PLATFORM. IF YOU ARE USING THE MEDFLYT PLATFORM ON BEHALF OF A BUSINESS OR SOME OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO GRANT ALL LICENSES SET FORTH IN THESE TERMS OF USE AND TO AGREE TO THESE TERMS OF USE ON BEHALF OF THE BUSINESS OR ENTITY.

The MedFlyt Platform is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using the MedFlyt Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the MedFlyt Platform.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion and without prior notices, except that we will notify you of any material changes to the Terms of Use, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein (“Material Changes”). All changes are effective immediately when we post them. However, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes.

         Your continued use of the MedFlyt Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the MedFlyt Platform and Account Security

We reserve the right to withdraw or amend the MedFlyt Platform, and any service or material we provide on the MedFlyt Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the MedFlyt Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the MedFlyt Platform, to users, including registered users.

You are responsible for: (i) making all arrangements necessary for you to have access to the MedFlyt Platform; and (ii) ensuring that all persons who access the MedFlyt Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the MedFlyt Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the MedFlyt Platform that all the information you provide on the MedFlyt Platform is correct, current and complete. You agree that all information you provide to register with the MedFlyt Platform or otherwise, including but not limited to through the use of any interactive features on the MedFlyt Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, 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 the MedFlyt Platform or portions of it using your user name, password or other security information. You will not buy, sell, rennet or lease access to your MedFlyt Platform Account. You will not attempt to log in or otherwise access the MedFlyt Platform through any unauthorized third party applications. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. 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.

WE HAVE THE RIGHT TO DISABLE ANY USER NAME, PASSWORD OR OTHER IDENTIFIER, WHETHER CHOSEN BY YOU OR PROVIDED BY US, AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, INCLUDING IF, IN OUR OPINION, YOU HAVE VIOLATED ANY PROVISION OF THESE TERMS OF USE OR THE TERMS OF ANY OTHER COMMERCIAL AGREEMENT YOU HAVE ENTERED INTO WITH COMPANY. YOU MAY NOT CREATE ANOTHER ACCOUNT IF WE HAVE DISABLED YOUR ACCOUNT UNLESS YOU OBTAIN OUR PRIOR WRITTEN CONSENT.  

Intellectual Property Rights

The MedFlyt Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the MedFlyt Platform for your individual, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the MedFlyt Platform. You must not directly or indirectly: (i) modify copies of any materials from the MedFlyt Platform or make any derivative works of the MedFlyt Platform; (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the MedFlyt Platform; (iii) copy, sell, redistribute, rent, lease or otherwise access or use for any commercial purposes any part of the MedFlyt Platform; (iv) incorporate the MedFlyt Platform or any portion of it into another product or service; (v) reverse engineer, decipher, decompile, or disassemble the MedFlyt Platform and any code contained therein, or otherwise attempt to derive the source code or underlying ideas or algorithms of the MedFlyt (except where expressly permitted by law); or (vi) export, re-export, transfer and/or release the software, for any proscribed end-use, or to any proscribed country, entity or person (wherever located), without proper authorization. For purposes of clarity, prohibited commercial uses shall not include satisfying the terms of any commercial agreement entered into between you and the Company.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the MedFlyt Platform in breach of the Terms of Use, your right to use the MedFlyt Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the MedFlyt Platform or any content on the MedFlyt Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the MedFlyt Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, , MedFlyt logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the MedFlyt Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the MedFlyt Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the MedFlyt Platform:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm any third parties in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards (as described in further detail below).
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
• To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the MedFlyt Platform, or which, as determined by us, may harm the Company or users of the MedFlyt Platform or expose them to liability.
• To develop any third-party applications that interact with the MedFlyt Platform or other users’ content or information, without our express written consent.

Additionally, you agree not to:

• Use the MedFlyt Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the MedFlyt Platform, including their ability to engage in real time activities through the MedFlyt Platform.
• Use any robot, spider or other automatic device, process or means to access the MedFlyt Platform for any purpose, including monitoring, scraping or copying any of the material on the MedFlyt Platform.
• Use any manual process to monitor or copy any of the material on the MedFlyt Platform or for any other unauthorized purpose without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the MedFlyt Platform.
• Introduce any viruses, trojan horses, worms, logic bombs or other material or code which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the MedFlyt Platform that you are not authorized to access, including any server, computer or database connected to the MedFlyt Platform.
• Attempt to circumvent any content-filtering techniques we employ.
• Attack the MedFlyt Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the MedFlyt Platform.

User-Provided Materials

The MedFlyt Platform may allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User-Provided Materials”) on or through the MedFlyt Platform. For purposes of clarity, “User-Provided Materials” shall not include PHI (as defined in our Privacy Policy), the use of which shall be governed by the Privacy Policy and any applicable business associate agreement you, or your home care agency, have entered into with Company. All User-Provided Materials must comply with the Content Standards set forth below.

Other than as set forth above, any User-Provided Materials you post to the MedFlyt Platform will be considered non-confidential and non-proprietary. By providing any User-Provided Materials on the MedFlyt Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, promote, broadcast, and otherwise disclose to third parties any such material for any purpose in any and all media or distribution methods now known or later developed. For purposes of clarity, User-Provided Materials refers only to information and materials your post for viewing by other users of the MedFlyt Platform.

You represent and warrant that: (i) You own or control all rights in and to the User-Provided Materials and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; (ii) all of your User-Provided Materials do and will comply with these Terms of Use; and (iii) to the extent you create or upload any PHI, you have all necessary authorizations to do so in accordance with applicable laws, including, but not limited to the Health Insurance Portability and Accountability Act of 1996.

You understand and acknowledge that you are responsible for any User-Provided Materials and PHI you submit or contribute, and you, not the Company, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.

 We are not responsible, or liable to any third party, for the content or accuracy of any User-Provided Materials or PHI posted by you or any other user of the MedFlyt Platform.  

Monitoring and Enforcement; Termination

We have the right to:

• Remove or refuse to post any User-Provided Materials for any or no reason in our sole discretion.
• Take any action with respect to any User-Provided Materials that we deem necessary or appropriate in our sole discretion, including if we believe that such User-Provided Materials violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the MedFlyt Platform or the public or could create liability for the Company.
• Disclose your identity or other information about you to any third party who claims that material posted or otherwise provided by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the MedFlyt Platform.
• Terminate or suspend your access to all or part of the MedFlyt Platform for any or no reason, including without limitation, any violation of these Terms of Use or the terms of any other commercial agreement you have entered into with Company.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the MedFlyt Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the MedFlyt Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party, including, but not limited to, any third party educational or informational materials posted on or otherwise linked to from the MedFlyt Platform. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

Any User-Provided Materials and/or PHI you provide must, in their entirety, comply with all applicable federal, state, local and international laws and regulations. In addition, the content standards set forth below (“Content Standards”) apply to any and all User-Provided Materials. Without limiting the foregoing, User-Provided Materials and PHI you provide must not:

• Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
• Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy.
• Contain false, untrue or misleading information or otherwise be likely to deceive any person.
• Promote any illegal activity, or advocate, promote or assist any unlawful act.
• Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

In the event that we determine, in our sole discretion, that you are violating any of the Content Standards, we reserve the right to remove any applicable User-Provided Materials, and/or terminate your access to the MedFlyt Platform. In the event we determine that you are repeatedly infringing the copyrights of any third parties your account will be terminated and your continued access to the MedFlyt Platform will be denied in accordance with the Digital Millennium Copyright Act (“DMCA”).

Copyright Infringement

If you believe that any User-Provided Materials violate your copyright, you may submit a notification pursuant to the DMCA by providing us with the following information in writing (collectively, a “Notice”) (see 17 U.S.C 512(c)(3) for further details):

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests;
2. a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
3. identification of the URL or other specific location on the MedFlyt Platform where the material that you claim is infringing is located;
4. your address, telephone number, and email address;
5. a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

All Notices must be sent to our copyright agent via email at support@medflyt.com.

Reliance on Information Posted

The information presented on or through the MedFlyt Platform is made available solely for general information purposes. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS OR USEFULNESS OF THIS INFORMATION, INCLUDING, BUT NOT LIMITED TO, ANY THIRD PARTY EDUCATIONAL OR INFORMATIONAL MATERIALS POSTED ON OR OTHERWISE LINKED TO FROM THE MEDFLYT PLATFORM. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the MedFlyt Platform, or by anyone who may be informed of any of its contents.

The MedFlyt Platform includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Purchases and Other Terms and Conditions

To the extent you purchase any additional goods or services via the MedFlyt Platform, unless you are presented with additional terms and conditions at the time of purchase or separately enter into a commercial agreement with Company, the following shall apply:

• You shall timely pay to Company all fees (“Fees”) for all such goods/services at the rate(s) set forth on the applicable purchase page or section of the MedFlyt Platform (the “Purchase Page”). Note that based on the features and/or subscriptions you select on the Purchase Page you may be billed on an ongoing, subscription basis whereupon your subscription will automatically renew at the end of each subscription or billing cycle.

• Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice.

• To the extent you elect to pay any Fees electronically, you authorize us, or our third party payment provider, to charge your debit or credit card or process other means of payment for those Fees. Credit and debit card purchases shall all be immediately due and owing.

• All invoiced amounts are exclusive of any and all value added, use, sales, service, property or other taxes or contributions. Customer shall be responsible for payment of any such value added, use, sales, service, property or other taxes or contributions that are, or should ultimately be, assessed against or required to be collected by Company in connection with Company’s performance hereunder.

• In the event that Company does not receive payment of any Fees, or other amounts due, within the time frames above, interest shall accrue at the rate of one and half percent (1.5%) per month (or the maximum rate allowed by law) and Company reserves the right, in addition to any other rights and in its sole discretion, to suspend or terminate access  to the Services by such Customer. In addition, Customer shall reimburse Company for the costs of collection including, without limitation, attorneys’ fees and expenses and any costs associated with declined credit or debit cards.

• If you register to create an account to receive payments via our application, you expressly authorize Medflyt’s service provider, Dwolla, Inc. to originate credit transfers to your financial institution account. You must be at least 13 years old and obtain parental permission if under 18 to receive funds. You authorize us to collect and share with Dwolla your personal information including full name, email address and financial information, and you are responsible for the accuracy and completeness of that data. Dwolla’s Privacy Policy is available here.

Additional terms and conditions may also apply to specific portions, services or features of the MedFlyt Platform. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Links from the MedFlyt Platform

If the MedFlyt Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept 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 the MedFlyt Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the MedFlyt Platform is based in the state of New York in the United States. We provide the MedFlyt Platform for use only by persons located in the United States. We make no claims that the MedFlyt Platform or any of its content is accessible or appropriate outside of the United States. Access to the MedFlyt Platform may not be legal by certain persons or in certain countries. If you access the MedFlyt Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the MedFlyt Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our platform for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MEDFLYT PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MEDFLYT PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

BY USING THE MEDFLYT PLATFORM, YOU AGREE AND ACKNOWLEDGE THAT MEDFLYT IS NOT ENGAGED IN THE PRACTICE OF MEDICINE, DOES NOT PROVIDE MEDICAL ADVICE, AND IS NOT A HEALTH CARE PROVIDER.  EMPLOYEES OF MEDFLYT ARE NOT OR DO NOT ACT IN THE CAPACITY OF LICENSED HEALTH CARE OR MEDICAL PROFESSIONALS AND CANNOT PROVIDE YOU OR ANY OF YOUR CLIENTS WITH MEDICAL ADVICE OR HEALTH CARE OR MEDICAL SERVICES.  NOTHING CONTAINED IN THE MEDFLYT PLATFORM SHOULD BE CONSIDERED TO BE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.  

MEDFLYT AND THE MEDFLYT PLATFORM ARE NOT INTENDED TO BE USED IN CASES OF MEDICAL EMERGENCIES, INCLUDING BUT NOT LIMITED TO SITUATIONS IN WHICH A PERSON IS UNCONSCIOUS, NOT BREATHING, EXPERIENCING CHEST PAINS, BLEEDING UNCONTROLLABLY, OR SUFFERING FROM AN ALLERGIC REACTION.  IN THE EVENT OF A MEDICAL EMERGENCY, PLEASE CALL 911 FOR EMERGENCY MEDICAL HELP.

YOUR USE OF THE MEDFLYT PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MEDFLYT PLATFORM IS AT YOUR OWN RISK. THE MEDFLYT PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MEDFLYT PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE MEDFLYT PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE MEDFLYT PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MEDFLYT PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE MEDFLYT PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE MEDFLYT PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MEDFLYT PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW,  COMPANY AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE MEDFLYT PLATFORM; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE MEDFLYT PLATFORM; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR USER-PROVIDED MATERIALS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE MEDFLYT PLATFORM EXCEED THE AMOUNTS YOU PAID COMPANY, IF ANY, IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective 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 your violation of these Terms of Use or your use of the MedFlyt Platform, including, but not limited to, your User Contributions, any use of the MedFlyt Platform’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the MedFlyt Platform. We reserve the right to assume the defense of any indemnifiable claim in which case you agree to provide Company with any and all information, assistance and cooperation as may be requested in connection with the defense of such claims.

Arbitration

Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and Company or its successors or assigns shall exclusively be settled through binding and confidential arbitration.  Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. Unless otherwise agreed upon by the parties in writing, the arbitration will be conducted before one arbitrator and will be governed by the American Arbitration Association’s (“AAA”) Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively, the “Rules and Procedures”).

To the fullest extent permitted by applicable law, you and Company must abide by the following rules: (1) any claims brought by you or company must be brought in the party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding; (2) the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief; (3) the arbitration shall be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (4) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (5) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and, in such instance, the fees and costs awarded shall be determined by the applicable law.

Governing Law and Jurisdiction

All matters relating to the MedFlyt Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the MedFlyt Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the New York County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE MEDFLYT PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and MedFlyt LLC with respect to the MedFlyt Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the MedFlyt Platform.

Your Comments and Concerns

The MedFlyt Platform is operated by MedFlyt LLC, 105-02 Metropolitan Ave., 2nd Floor, Forest Hills, NY 11375.

All other feedback, comments, requests for technical support and other communications relating to the MedFlyt Platform should be directed to: support@medflyt.com.