By accepting this Terms or using DocSpace, you represent and warrant that you are: a) over the age of 18 and are of legal capacity to enter into agreements in the jurisdiction where you reside, b) have authority and capacity to enter into these Terms, and c) have authorized representative authority to enter these Terms if you are accessing DocSpace on behalf of a legal entity, company, partnership, or organization.
UNLESS OTHERWISE SPECIFIED, ALL REFERENCES TO “DOCSPACE” or “THE SITE” INCLUDE ANY SOFTWARE THAT MEDEASE PROVIDES TO YOU THAT ALLOWS YOU TO ACCESS THE WEBSITE FROM A COMPUTER OR MOBILE DEVICE (A “MOBILE APPLICATION”). BY USING DOCSPACE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE DOCSPACE OR ANY INFORMATION CONTAINED ON DOCSPACE.
Terms And Conditions
1. what we do
DocSpace is a hub for healthcare providers and consumers (patients) to connect with one another for the potential provision of healthcare services by the healthcare provider to the consumer. We are not a medical service provider, health insurance company, or licensed to sell health insurance. We do not direct patient care or medical services.
USE OF OUR SITE IS NOT APPROPRIATE FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, OR IF AT ANY TIME YOU ARE CONCERNED ABOUT YOUR CARE OR TREATMENT, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM.
While DocSpace may provide access to certain general medical information, and allow patients to communicate with health care providers, the content we provide is not intended to provide medical advice. We advise seeking the advice of a physician or other qualified healthcare provider with any questions regarding personal health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from a doctor or other qualified healthcare provider because of something posted on DocSpace. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately.
THE CONTENT ON THE SITE IS NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. YOU SHOULD ALWAYS TALK TO YOUR HEALTHCARE PROVIDER FOR DIAGNOSIS AND TREATMENT, INCLUDING INFORMATION REGARDING WHICH DRUGS, THERAPY, OR OTHER TREATMENT MAY BE APPROPRIATE FOR YOU. NONE OF THE INFORMATION ON THE SITE REPRESENTS OR WARRANTS THAT ANY PARTICULAR DRUG, THERAPY OR OTHER TREATMENT IS SAFE, APPROPRIATE, OR EFFECTIVE FOR YOU. FURTHER, A HEALTH CARE PROVIDER’S ABILITY TO USE OUR SITE IS NOT AN ENDORSEMENT OR RECOMMENDATION OF THAT HEALTHCARE PROVIDER BY MEDEASE.
To the extent medical advice is provided to you by a health care provider through DocSpace, or after your connection with them through DocSpace, such medical advice is based on your personal health data as provided by you to the health care provider and the local standards of care for your presenting symptoms, based on the information you provide. The medical advice provided by your health care provider is not under the control of MedEase, nor is it provided to or used by MedEase. The healthcare provider is solely responsible for any medical advice, treatment, or diagnosis.
We retain and reserve the right to modify or replace these Terms, at our sole discretion, without notice at any time. If and when required by law, we will notify of applicable changes to the Terms and provide you an opportunity to review before the changes take effect. If you continue to use DocSpace following the changes taking effect, you will be deemed to have agreed with, and be bound by, the updated Terms.
3. other websites
MedEase does not maintain control and assumes no responsibility for any third party links that DocSpace may contain. All third party links on DocSpace are subject to their own content, privacy, and use policies. MedEase expressly disclaims all responsibility for any liability or damage or loss, direct or indirect, incurred by you through third party links. YOU AGREE THAT MEDEASE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, OR FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY. Any reference on the Site to any product, service, publication, institution, organization of any third-party entity or individual does not constitute or imply the endorsement or recommendation of MedEase.
4. Connections Through DocSpace
Services scheduled through DocSpace and provided to Customers by Providers are the “Services”.
If you are a Patient, you accept responsibility for yourself in the use of the Services. You acknowledge that your relationship for health care services is with your health care provider, and your obtaining services from the Healthcare Provider is solely at your own risk and you assume full responsibility for all risk associated therewith, to the extent permitted by law. By using the Site, you agree to not hold MedEase liable in any way for any malpractice or substandard treatment the Healthcare Provider may render.
WE DO NOT CONFIRM THE CREDENTIALS OF THE HEALTHCARE PROVIDERS USING OUR SITE AND DO NOT VALIDATE THAT THEY ARE IN GOOD STANDING WITH THEIR RESPECTIVE LICENSING BOARD(S). IT IS THE PATIENT’S RESPONSIBILITY TO SEPARATELY CONFIRM THAT THE HEALTHCARE PROVIDER IS IN GOOD STANDING WITH THEIR RESPECTIVE LICENSING BOARD(S).
If you are a Healthcare Provider, you accept responsibility for your Patients as well as yourself in the use of this Site. You are also responsible for the quality of the services you provide during your use of the Site and for complying with all applicable laws in connection with your use of the Site. For example, you are responsible for obtaining any and all Federal, State and local licenses and certifications which may be required to practice your profession when using this Site and maintaining malpractice and liability insurance in compliance with regulatory and local requirements.
You are also responsible for obtaining Patient consent if required by law and complying with any and all privacy laws applicable to the use of this Site with your patients, including the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and any state law related to the privacy and security of health information. MedEase has established reasonable safeguards and procedures to protect the security of patient information, but you must also take steps to protect your privacy and confidentiality that of your patients.
We make no representations regarding your ability to bill third-party payors for the services you provide using the Site. You are responsible for complying with all laws in billing for the services you provide.
SERVICES SCHEDULED THROUGH DOCSPACE CONSTITUTE A DISTINCT AND SEPARATE AGREEMENT BETWEEN THE CUSTOMER AND PROVIDER. A USER’S DECISION TO ACCEPT OR OFFER SERVICES THROUGH DOCSPACE IS MADE IN THE USER’S SOLE AND ABSOLUTE DISCRETION. ALL PROVIDERS ARE INDEPENDENT CONTRACTORS OF THE CUSTOMERS AND ARE NOT SUBCONTRACTORS, EMPLOYEES, OR INDEPENDENT CONTRACTORS OF MEDEASE. MEDEASE IS NOT RESPONSIBLE FOR ANY SERVICES PERFORMED BY PROVIDERS AND IS NOT A PARTY TO THE DISTINCT AND SEPARATE AGREEMENT CREATED BY A CUSTOMER’S ACCEPTANCE OF SERVICES FROM A PROVIDER. MEDEASE EXPRESSLY DISCLAIMS AND MAKES NO RESERVATIONS OR WARRANTIES ABOUT THE QUALITY, WORKMANSHIP, SCHEDULING, PERFORMANCE, OR ALL OTHER ASPECTS OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO STANDARDS OF CARE, MEDICAL ADVICE, TREATMENT, DIAGNOSIS, OR COMPLIANCE WITH ANY APPLICABLE LAW, REGULATION, CODE OR ORDINANCE. MEDEASE IS NOT ENDORSED BY, AFFILIATED WITH, OR SPONSORED BY ANY PROVIDER UNLESS EXPRESSLY STATED ON DOCSPACE OR BY MEDEASE.
5. DocSpace Access and Account Security
MedEase reserves the right to modify, amend, or withdraw the DocSpace application and/or website in its absolute sole discretion. Parts of the DocSpace application and/or website may be offline or restricted for User access at any time for any reason in MedEase’s discretion. The content of DocSpace is never deemed to be complete or up-to-date. We are not under any obligation to maintain DocSpace with current information, nor to delete outdated information. We are not liable for any damages incurred due to some or all inaccessibility to DocSpace at any time by a User.
We reserve the right to disable any log in credentials provided by you or by us for any reason or no reason, including any suspected violation of these Terms, without being liable for any direct or indirect damages incurred by you.
6. DocSpace Utilization Information
7. Confidential Information.
“Confidential Information” shall mean confidential and proprietary business information as those terms are understood at law and under the Texas Uniform Trade Secrets Act (TUTSA). Such Confidential Information shall include, for purposes of these Terms, any such information not generally known by the trade or public, even though such information has been disclosed to one or more third parties pursuant to licensing or distribution agreements or other agreements or collaborations entered into by either party. Confidential Information shall not include, for purposes of these Terms, any such information that (a) becomes generally known to the public through no act or omission of either party in breach of these Terms or through any other obligation of either party to the other; (b) was already in the recipient’s possession at the time of disclosure; (c) is rightfully received by the recipient from a person or entity legally in possession of such information; or (d) is proven by written evidence to have been independently developed by recipient prior to disclosure by the disclosing party without any reference to the Confidential Information. The parties are under a duty to protect any Confidential Information that is disclosed to them pursuant to these Terms. In the event that the disclosing party seeks an injunction hereunder, the receiving party hereby waives any requirement for the posting of a bond or any other security. In the event that a government authority legally requests a party to disclose or provide Confidential Information that is subject to the confidentiality provisions hereof, such party shall, to the extent permitted by law, notify the other party prior to disclosing or providing such Confidential Information.
As a Provider, you may come into private or personal information regarding Customers. You agree that you will not use the knowledge of said information for any illegal, nefarious, or any other purpose other than those expressly allowed within these Terms. You agree to not disclose any Customer private or personal information for your or another’s benefit, including the use of telephone numbers, email addresses, home addresses, or financial information. You also agree to not take unauthorized photographs or audio or video recordings of Customers, Customers’ dwellings or belongings, or financial or sensitive information. You and agree and acknowledge that any violation of this Section constitutes a material breach of the Terms and may subject your User account to suspension or deactivation and civil or criminal prosecution.
9. Provider Terms
a. Provider agrees and acknowledges that it is your responsibility to maintain all required licenses for the Services they provide as applicable by federal, state, and local laws, codes, and regulations. It is Provider’s responsibility to ensure their compliance with said requirements. MedEase is not responsible for Provider’s non-compliance or any damages, losses, or claims resulting thereof.
b. Provider is solely responsible for their own overhead costs and expenses.
c. Provider represents and warrants that i) provider is solely responsible for any required licensure or certification necessitated by the Services you provide, ii) provider will not sell their User account, iii) any and all liability stemming from the Services provided remain with Provider and that MedEase is not responsible for any damages, losses, or claims stemming from Provider’s services, iv) Provider will maintain compliance with all applicable laws, codes, and regulations to the Services you provide, v) Provider is solely responsible for all resulting taxes incurred from your providing of Services, vi) Provider will not attempt to defraud MedEase or Users of the DocSpace application or website, vii) Provider will maintain all proper and required background checks on any employees or contractors engaged by you.
d.Providers shall pay to all reasonable costs of dispute resolution costs incurred by MedEase for resolutions concerning Provider’s Services, including property damages and other claims. MedEase reserve the right to suspend your account until such costs are paid following MedEase’s demand.
10. Provider Background and Identity Check Process
Providers are responsible for conducting checks involving background and identity and ensuring that all applicable licenses and certifications are current and along with compliance of all applicable federal, state, and local laws, codes, and regulations for the Services they perform. Providers hereby grant consent to MedEase to conduct any background check as may be required by law as often as required to be compliant with applicable laws, including the Fair Credit Reporting Act. MedEase may conduct criminal or financial background checks in its sole discretion. MEDEASE DOES NOT WAIVE ANY OF ITS DISCLAIMERS OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 24 (DISCLAIMER OF WARRANTIES), OR SECTION 25 (LIMITATION ON LIABILITY).
11. user content
12. Moderation and Enforcement
MedEase maintains the right, in its sole discretion, to remove any User Content for any reason or no reason. MedEase has the sole right to work with law enforcement or court authorities that request or direct us to provide identification information of any User of for the turning over of any User Content. To the fullest extent allowed by law, MedEase does not have any obligation or duty to edit or control User Content published to or through DocSpace. You acknowledge and agree that your use of DocSpace may expose you to information or images that may be offensive, indecent, or objectionable. You agree by your use of DocSpace to release MedEase and waive any and all legal or equitable right or remedy you have or may have against MedEase concerning User Content.
13. Prohibited use
You may only use DocSpace for lawful purposes. Therefore, you agree to not:
a. Access DocSpace through another User’s account, whether with or without said User’s knowledge, or mispresent your identity, skills, certifications, or qualifications on DocSpace;
b. Introduce or upload malicious programs into or onto DocSpace (e.g., viruses, worms, Trojan horses, e-mail bombs, etc.) or use any system that automatically crawls, scrapes, or reads the DocSpace application or website. Public search engines may use crawlers or spiders for the sole purpose of copying materials for inclusion in publicly searchable idiocies of materials; however, caching or archiving of any material is strictly prohibited;
c. Recreate or reverse engineer DocSpace or any content contained herein;
d. Spam Users through DocSpace;
e. Takeover, circumvent, interfere, or compromise any of the DocSpace infrastructure or security provisions that causes DocSpace to crash, slow down, redirect, or prohibit User access;
f. Circumvent any of these Terms for personal gain and in an attempt to not pay MedEase as required under these Terms;
g. Sell any personally identifiable information as defined in the California Consumer Privacy Act, including such belonging to Users;
h. Take any action that compromises User rating and review systems;
i. Undertake any illegal or fraudulent activity through DocSpace; and
j. Attempt to directly or indirectly undertake any of the foregoing.
14. IP Rights, Limited Licenses Granted
Users are granted a personal, non-sublicensable, non-exclusive, non-transferable, limited license to use DocSpace for personal use or for the use by an entity that you are authorized to act on behalf of subject to these Terms. Except as permitted under a separate written authorization from MedEase, Users shall not use the Copyrighted Materials for any other purpose. “Copyrighted Materials” includes, but are not limited to, text, graphics, logos, icons, audio, downloads, data compilations and software, and any and all other content on DocSpace other than User Content. Copyrighted Materials belong solely to MedEase or its licensors and are protected by United States and international copyright laws.
15. Fees for Service
Customers shall be charged a Fee for Services rendered pursuant to the quote provided by the Provider in DocSpace based on a) the requirements of the Services, or b) any additional Services provided at the same time.
16. Payments of Fees
DocSpace Users contract for Services directly with other Users. DocSpace site merely provides a platform for Users to meet other users and contract for Services between themselves and schedule and pay for Services. Users shall not circumvent DocSpace to schedule or pay for Services outside of DocSpace.
As a condition of your using DocSpace, Users agree to provide accurate payment information and keep said information updated as necessary. Customers must register a credit, debit, or prepaid card when registering for DocSpace. Providers must register their preferred banking information (account and routing numbers) when registering as a Provider. You expressly authorize us to charge your registered payment card for the Services purchased and to deposit payment remittances to your registered bank account. In order to process payments between Users, you authorize us to share your banking and payment information with MedEase’s payment processor.
If payment of the Total Fees fails to process, the Services will be not be performed; you are solely responsible for ensuring that your preferred payment method is up-to-date and that the Total Fees are received by MedEase. We may seek authorization of your preferred payment method in our sole discretion. This authorization is not a charge; however, it may reduce the availability of funds in your account during the authorization process. If our authorization attempt exceeds your account’s available funds, you may be subject to an overdraft fee due to insufficient funds by your bank or card issuer. We are not responsible for any insufficient fund charges you may incur.
MedEase shall not be held responsible for any damages that you may incur, directly or indirectly, from the release of any payment information. MedEase uses commercially reasonable efforts to protect financial information, but we expressly disclaim any liability, and you release us from any liability, related to the release or compromise of your financial information held by us or provided to our payment processor.
17. Cancellations and Force Majeure
Providers and Customers may cancel Service appointments through DocSpace; however, consistent and improper cancellations my lead to your User account being suspended or deactivated. SHOULD A PROVIDER CANCEL A SCHEDULED SERVICE FOR ANY REASON OTHER ADVERSE WEATHER CONDITIONS OR A FORCE MAJEURE EVENT WITH LESS THAN TWENTY-FOUR (24) HOURS NOTICE, OR TWO OR MORE SERVICE APPOINTMENTS WITHIN A THIRTY (30) DAY PERIOD, MAY HAVE THEIR USER ACCOUNT SUSPENDED OR DEACTIVATED.
A User will not be liable for any failure or delay in performing an obligation under these Terms that is due to any of the following causes (which events and/or circumstances are to as “Force Majeure Events”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy; provided that the parties stipulate that Force Majeure Event shall not include the novel coronavirus Covid-19 pandemic which is ongoing as of the date of the acceptance of these Terms. For the avoidance of doubt, Force Majeure Events shall not include (a) financial distress nor the inability of a User to make a profit or avoid a financial loss, or (b) a User’s financial inability to perform its obligations hereunder.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MEDEASE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF MEDEASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SITE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SITE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SITE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SITE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THESE TERMS BY MEDEASE OR THE FAILURE OF MEDEASE TO PROVIDE THE SERVICE UNDER THESE TERMS OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.
19. Digital Millennium Copyright Act (“DMCA”)
MedEase respects the intellectual property rights of others. Per the DMCA, MedEase will respond expeditiously to claims of copyright infringement on DocSpace if submitted to MedEase's Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, MedEase will take whatever action it deems appropriate within its absolute and sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.
If you believe that your intellectual property rights have been violated by MedEase or by a third-party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent; a) description of the copyrighted work or other intellectual property that you claim has been infringed; b) description of where the material that you claim is infringing is located on DocSpace; c) an address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not MedEase, can contact you; d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law; e) a statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; f) your electronic or physical signature.
MedEase may request additional information before removing any allegedly infringing material. In the event MedEase removes the allegedly infringing materials, MedEase will immediately notify the person responsible for posting such materials that MedEase removed or disabled access to the materials. MedEase may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). MedEase’s designated Copyright Agent can be reached by emailing firstname.lastname@example.org Attn: MedEase Copyright Agent.
20. Dispute Resolution
Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Houston, Texas before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
In any arbitration arising out of or related to these Terms, the arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
21. WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS
YOU AND MEDEASE AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT ALLOWED. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
23. Settlement Prior to Arbitration
Prior to arbitration, the parties shall conduct settlement negotiations in the following manner:
a. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of these Terms. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (i) a statement of each party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.
b. Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.
c. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
d. At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to these Terms except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph (a) above.
e. All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs (a) and (b) above are pending and for fifteen (15) calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.
24. Disclaimer of Warranties.
EXCEPT AS SET FORTH IN THESE TERMS, MEDEASE DISCLAIMS AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEDEASE DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY MEDEASE OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. MEDEASE ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR PROVIDER'S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO MEDEASE BY OR ON BEHALF OF CUSTOMER.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
25. Limitation of Liability
MEDEASE SHALL HAVE NOT ANY LIABILITY TO USERS: (A) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF REVENUE, ANTICIPATED SAVINGS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING DIRECTLY OR INDIRECTLY FROM THESE TERMS WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE OR ACTUALLY FORESEEN. USERS ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL MEDEASE BE LIABLE FOR DAMAGES OF ANY NATURE EXCEEDING THE TOTAL CHARGES PAID OR DUE FOR THE SERVICES DURING THESE TERMS.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
In the event suit is brought against MedEase for infringements, violations, or misappropriations of a valid third party claim or any violation by you of these Terms, by you, your affiliates, employees, assigns or contractors, you hereby agree to indemnify to the fullest extent of the law MedEase, its officers, directors, general partner, limited partners and/or employees, including reimbursement for its reasonable attorney's fees; provided that User is notified promptly in writing of such suit. MedEase reserves the right to retain counsel of its choice.
27. Governing Law; Jurisdiction
These Terms are governed and interpreted pursuant to the laws of the State of Texas, United States of America, notwithstanding any principles of conflict of law. For all disputes, not subject to arbitration under Section 20 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Harris County, Texas, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
MedEase retains the right to assign these Terms and its rights or obligations under it, in whole or in part, to any present or future affiliate or to any entity, which acquired MedEase, its application, or its website from MedEase. You may not assign your rights or obligations under these Terms without the express written consent of MedEase. Any assignment without the express written consent of the MedEase will be void.
29. Waiver and Severability
The failure of MedEase to assert any of its rights under these Terms in the event of breach or default by you will not be deemed to constitute a waiver by MedEase of its right thereafter to enforce each and every provision of these Terms in accordance with their terms.
In case any provision in these Terms shall be determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired thereby.
30. No Agency
No agency exists between you and MedEase and the only relationship exists hereby is that of independent contractors. These Terms do not create or intend to create any relationship other than independent contractors including partnership, employer-employee, contractor-subcontractor, joint venturer, or franchisor-franchisee.
31. Term and Termination
These Terms are effective upon your creation of a DocSpace User account. You may cease use of DocSpace at any time for any reason. We may suspend or deactivate your User account as stated within these Terms. These Terms, as amended or modified by us at any time, with or without notice, remain in full force and effect until you or MedEase deactivate your User account. Notwithstanding this Section any Release, terms of Arbitration, Disclaimer of Warranties, Limitation of Liabilities, and Indemnification survive any Termination or deactivation of your account.
32. Entire Agreement
These Terms constitute the entire understanding and agreement of you and MedEase with respect to the subject matter hereof and will supersede all previous and contemporaneous communications, representations or understandings, either oral or written, between the parties relating to that subject matter and will not be contradicted or supplemented by any prior course of dealing between the parties.
33. contact us
If you have any questions about these Terms or otherwise need to contact MedEase for any reason, you can reach us by email at email@example.com