By accessing the Site (as defined herein), you agree to these Terms of Service, which are an agreement between you and Midi Health Inc., a Delaware corporation (“Midi", "we", "us") concerning your access to, and use of, various products and services offered through our website and any web-based and/or mobile applications that require you to create an account in order to use the Services (as such term is hereinafter defined) (collectively, the “Site”). By accessing, browsing, and/or using the Site, you accept and agree to be bound by the Terms of Service, Arbitration Notice, the Privacy Policy and the terms, conditions, policies and notices stated or referenced therein (collectively, the “Terms of Service”). Please read these Terms of Service carefully before accessing or using our Site because your use of the Site means that you agree to these Terms of Service. If you do not agree to all of these Terms of Service, do not access or use the Site. These Terms of Service may change. if we revise and update these Terms of Service, your continued use of Midi and the Site will mean that you accept these changes. You choose whether or not to use Midi and the Site. If you do not agree to all of these Terms of Service, please do not use Midi and the Site.
Midi offers the Site, including all information and content with in the Site (collectively, the “Content”), medication and supplement products available for purchase (the “Products”) and various services (the “Services”) to you, the user (including, without limitation, browsers, vendors, customers, merchants, and/ or contributors of content) conditioned upon your acceptance of these Terms of Service and compliance with all applicable laws and regulations. Your use of certain features or components of our Site, access to certain Services or your ability to purchase Products may be limited to those users that have registered an account with us.
Please note that certain sections of the Site may be intended only for particular audiences such as health care professionals, patients and/or the general public. All Content including images, text documents, audio, video, and interactive media published on the Site is presented in summary form and is provided for informational purposes only. The Content is intended to help patients and medical providers better understand certain health conditions and treatment options. The Content is not intended in any way to be a substitute for professional medical advice and should not be interpreted as treatment recommendations. Only a qualified health provider who has had an opportunity to interact with the patient directly, with access to the patient's records and the opportunity to conduct appropriate follow-up, can provide recommendations for treatment.
Always seek the advice of your qualified health provider with any questions you may have regarding a medical condition or prescription. Neither the Content nor any other service offered by or through the Site is intended to be relied on for medical diagnosis or treatment without a qualified healthcare provider's interaction and involvement. Never disregard medical advice or delay in seeking advice or treatment because of something you have read on the Site.
Any new features, tools or services which are added to the current Site shall also be subject to these Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Site. Any such changes will be effective as of the date of posting. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site (including the Content) or purchase of any Services or Products following the posting of any changes constitutes your acceptance of those changes. Your sole remedy for any disagreements or issues with the changes to the Terms of Service is to immediately discontinue your use of the Site (including the Content, Services and Products).
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence.
By accepting these terms and conditions you authorize Midi to contact you with offers about benefits via telephone and text utilizing an automated telephone dialing/texting system. You understand that messaging and data rates may apply and that your consent here is not a condition of purchase. You may text STOP to opt out at any time.
3. SERVICES
We offer various Services to our users that are sold or offered by Midi or its third-party providers, including, but not limited to, healthcare providers, clinical laboratories, and pharmacies and/or other vendors. By accepting these terms you agree that we can use User Information (defined below) information to contact you in connection with the Services, Products and Site, all in accordance with our Privacy Policy.
As further described below, our Services may include: (i) healthcare services provided by licensed and qualified healthcare providers; (ii) diagnostic testing services provided by clinical laboratories and other vendors; and (iii) prescription fulfillment services by pharmacies. These Services will be made available through the Site and also are subject to these Terms of Service. By accepting these Terms of Service, you agree that any Services you receive from any third-party medical practices, including their qualified healthcare providers, clinical laboratories, pharmacies, and other vendors, also are subject to these Terms of Service, and the third-party medical practices and healthcare providers, clinical laboratories, pharmacies, and other vendors, are third-party beneficiaries of these Terms of Service.
From time to time, we may modify or update the descriptions of our Services contained in this Section II or elsewhere on the Site. We also reserve the right at any time to discontinue a Service (or any part thereof). You agree and understand that we shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of a Service.
Our Services are currently available only to individuals who are located in the United States and who are at least eighteen (18) years of age or older (or at least the age of majority in their jurisdiction of residence).
Midi does not engage in the practice of medicine and does not provide any healthcare services; however, we may make certain telehealth and telemedicine Services available to you by facilitating your access to third-party medical providers. By using these Services, you understand and agree that you are not establishing a doctor-patient relationship with Midi (or any other similar provider-patient relationship with us) by using the Service.
In select states (as provided above), you may have access to third party qualified healthcare professionals (each, a “Provider” and collectively, the “Providers”) through one or more licensed medical practices managed by or otherwise contractually affiliated with Midi, including the Practices listed at Privacy Practices (collectively, the “Practice”). By using the Services, you may be entering into a physician-patient relationship or other provider-patient relationship with the Practice or one or more Providers. You understand that telehealth and telemedicine services may not be a substitute for in-person care in all cases, and the Practice or your Providers may need to refer you to other service providers.
Before receiving telehealth or telemedicine services, you will be required to review and provide informed consent in order to use such Services. See the Practice’s Telemedicine Consent [here]. You agree that Midi is a third-party beneficiary of such consent and has the right to enforce it against you.
Through the Site, the Practice and Providers may provide you with medical advice, order diagnostic tests, and/or prescribe medication. You understand and agree that the Practice and Providers are solely responsible for the medical care and treatment that they provide to you. Midi is not responsible for the Practices’ or Providers’ acts, omissions or for any content of the communications made by them. In certain cases, a Provider may determine that your treatment requires an in-person visit with a healthcare provider or healthcare services that are not offered by the Practice or Providers, in which case, you will be notified accordingly and you will not be able to use the Services for further treatment for that medical issue.
If you wish to be connected with a Practice or Provider through the Site, you understand and agree that you are providing your personal health information to, and receiving advice and prescriptions from such Practice or Provider, and not Midi. Please review our Privacy Policy for more information on Midi’s uses and disclosures of your personal data. The Practice and Providers may be governed by federal or applicable State privacy rules that may not be applicable to Midi. Please review the Practice’s NOTICE OF PRIVACY PRACTICES for more information about the Practice’s and Providers’ use and disclosure of your personal data. You understand that the Practice’s Providers’ Notice of Privacy Practices applies solely to the Practice and Providers, and not Midi.
We may provide access to diagnostic testing, and prescription fulfillment services offered by the clinical laboratories (“Laboratories”) and pharmacies (“Pharmacies”).
By accepting these Terms of Service, you acknowledge and accept that Midi is not a Laboratory or Pharmacy. When you use these Services, you understand that we are simply connecting you to the Laboratories and Pharmacies. Midi does not recommend or endorse any specific prescription drug, laboratory or pharmacy that may be mentioned in relation to the Services. MIDI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, OR TIMELINESS OF THE LABORATORIES, THE PHARMACIES, OR THE PRESCRIPTION PRODUCTS AND IS NOT RESPONSIBLE FOR ANY OF THE SERVICES PROVIDED BY THE LABORATORIES OR PHARMACIES.
MIDI MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, SUITABILITY, RELIABILITY OR TIMELINESS OF THE DIAGNOSIS AND/OR TREATMENT PROVIDED BY THE PRACTICE OR THE PROVIDERS.
3. PRODUCTS
Products Generally
We may offer certain Products, including prescription medications, non-prescription supplements such as over-the-counter medicine, vitamins, and dietary supplements, as well as wellness and other health care products for purchase on the Site. The Products displayed on the Site can be ordered and delivered only within the U.S. All prices are in U.S. Dollars and are valid and effective only in the U.S. Any reference on the Site to any Products or other information by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply our endorsement, sponsorship or recommendation of such Product.
You understand and agree that all Products (and any associated information) should be used strictly in accordance with their instructions, precautions and guidelines and in accordance with applicable laws in your jurisdiction (including but not limited to copyright laws). Unless expressly provided by the manufacturer, the statements made about the Products by their manufacturers have not been evaluated by any government agency and the results reported, if any, may not necessarily occur in all individuals.
You should always check the listing of ingredients for the Products to avoid allergic reactions. If any minor uses any Product, it should be only after the legal or parental guardian has discussed the Product with the minor's doctor. Use of the Content related to a Product is not meant to serve as a substitute for professional medical advice. Please consult with your Provider, your own physician or another healthcare practitioner regarding the use of any Product before using them. Your Provider, physician or other healthcare practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. We do not give or intend to give any answers to medical-related questions and the Site does not replace any medical professional or medical resource. We do not represent ourselves as a physician nor is this implied.
The Products available on the Site are for your personal use only. You understand that the prices for our Products may change without notice.
Certain Products require a valid prescription by a licensed healthcare provider (“Prescription Products”). You may not purchase a Prescription Product unless and until you have completed a consultation with one of the Providers, and such Provider has provided a written prescription.
Some prescriptions can be filled through one of the Pharmacies by using the Site. However, some prescriptions may not be available through the Pharmacies and must be filled by a pharmacy of your choice, including prescriptions used for many common primary care conditions.
Prescriptions fulfilled by the Pharmacies may not use child-resistant packaging and Prescription Products will not be dispensed in child-resistant containers.
If you fill a prescription with a pharmacy other than the Pharmacies, we will send the prescription to your selected pharmacy, but you will be responsible for picking up or otherwise obtaining the Prescription Product and paying the pharmacy directly for the cost of the Prescription Product.
Our Site may also contain Content, which includes, but is not limited to, information regarding our Products and Services, blogs, and other information (whether in text, audio, graphics, and/or video) provided by Midi, third parties, or other users. You may access and use the Content on the Site only as permitted under these Terms of Service and the Privacy Policy. You agree that you will not use, copy or distribute any of the Content other than as expressly provided herein. You understand that by using the Site, you may be exposed to Content that may be offensive, indecent or objectionable, and you agree that we shall not be liable for any such Content and that the risk of harm or damage from the foregoing rests entirely with you.
All Content presented by Midi is intended to be used for personal, educational or informational purposes only. Any reliance on the Content is at your own risk. You agree and understand that we are not responsible if any Content made available on the Site, or as part of a Product or Service, is not accurate, complete or current. We reserve the right to modify the Content at any time, but we have no obligation to update any of the Content. You agree that it is your responsibility to monitor any changes to the Content.
As part of our Services, we may provide various social media and interaction tools such as forums, posting comments and reviews. These Terms of Service govern your participation in such social media tools. You understand that we are not liable for any statements, representations, links or Content provided by our users in any forum on the Site (such Content shall be referred to as “User-Generated Content”) or any Third-Party Site (defined below). User-Generated Content, if displayed, is displayed for informational purposes only. We cannot and do not guarantee the accuracy, integrity or quality of User-Generated Content. You will not hold us liable in any way for (i) any errors or omissions in any User-Generated Content; or (ii) any loss or damage (including, without limitation, personal injury or property damage) of any kind incurred as a result of the use of any User-Generated Content. PLEASE NOTE: YOU ARE PROHIBITED FROM POSTING ANY USER-GENERATED CONTENT THAT INCLUDES INFORMATION PROTECTED BY THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 AND IT ACCOMPANYING REGULATIONS (“HIPAA”).
In addition to any other obligations set forth in these Terms of Service, you understand and agree that you are solely responsible for maintaining the security of your account. You are also solely and fully responsible for all activities that occur under your username and any other actions taken in connection with your account. You agree to immediately notify us in writing of any unauthorized use of this Site or any other breaches of security. You acknowledge and agree that we will not be liable for any acts or omissions by you, including any loss or damage of any kind incurred as a result of such acts or omissions.
You are solely responsible for providing and maintaining at your own expense, appropriate technological capabilities to use the Site, and access the Services or purchase Products, including but not limited to, a device with a video camera and Internet access. You shall submit only truthful, complete, and accurate information through the Site. We reserve the right to change the access configuration, including any software, hardware or other requirements at any time and without prior notice.
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Site, Services or Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, gender expression, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Site (and any Services) for any purpose, in our sole discretion.
By submitting any Content via the Site (such Content shall be referred to as “User Information”), you further represent and warrant that:
You understand that we may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. Except as otherwise provided in these Terms of Service, you understand and agree that User Information will be treated as non-confidential and non-proprietary information.
Midi may use your User Information for various purposes, including to provide research opportunities to you and for any other purpose specified in our Privacy Policy.
You agree to provide current, complete and accurate purchase and account information, including, as applicable, health plan or governmental or other third-party payor information, for all purchases made through the Site. In addition, you agree that you will provide complete and accurate credit card information, which will be charged for all co-pay and deductible amounts if the Services or Products provided through the Site are covered by your health plan or other third-party payor, and all amounts due and payable if you do not have such coverage. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. You will be responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees due with respect to your purchase of Products or Services. You also agree to pay for the shipping and handling charges, if any, shown at the time you make a purchase. If you may an appointment for a health care Service with a Provider, we may charge you if you if you cancel that appointment without 24 hours advance notice.
In order to facilitate the Services provided through the Site, you may be required to pay a “total” price for Products and Services provided. However, if a Product or Service you purchase required a consultation with a Provider and/or includes a diagnostic test performed by the Laboratories, or a prescription product that is filled through the Pharmacies, then the total price you pay will include the amount charged by the Laboratories and Pharmacies for the diagnostic test performed, or prescription drug fulfilled, and the amount charged by the Provider for services rendered, as well as the amount we charge for use of and access to the Site and Services. We collect the amounts charged by the Practice and its Providers, Laboratories and Pharmacies on their behalf, and pass the applicable amounts through to them.
Midi is not enrolled with or otherwise acting as a participating provider in any federal or state healthcare programs (i.e., Medicare, Medicaid) or in any other commercial or employer-sponsored health plan, including Medicare advantage plans. However, the Practice and Providers may be enrolled with or may be participating providers in such federal or state healthcare programs and/or certain health plans for the provision of any healthcare services provided by them. To the extent the Site indicates that the Providers are enrolled in such programs and the Services or Products they provide to you through the Site are “covered services” under such programs, you will be required to pay any co-pay or deductible amount as required by such programs, and Midi will facilitate collection of amounts paid for such covered services on behalf of the Providers.
By agreeing to use the Site, you acknowledge and agree that you have the financial responsibility for all Services and Products provided to you, including co-pays and deductibles required by Medicare, Medicaid or other health plans. In addition, you acknowledge that you are responsible for payment in full for any non-covered service under Medicare, Medicaid or other health plan.
We reserve the right to refuse any order you place with us or limit or cancel quantities in our sole discretion. If we make a change to or cancel an order, we may attempt to notify you by contacting you through your account, or via email, text, phone number or billing address provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You acknowledge and understand that certain of Midi’s shareholders, directors, officers, employees, contractors or agents may have a financial interest in one or more third parties providing the Services or Products, and may profit from your use and/or the sale of such Services and Products.
Further, certain Content, Products and Services available on the Site may include materials from third parties. You understand and agree that Midi has no responsibility for the accuracy, suitability or reliability of such third-party Content.
Third-party links on the Site may direct you to a third-party website that is not affiliated with us (“Third-Party Site”). We are not responsible for examining or evaluating the content or accuracy of the information available on Third-Party Sites, and we do not warrant and will not have any liability or responsibility for any third-party materials or information contained on a Third-Party Site, or for any other materials, products, or services of third parties.
You understand and agree that we will not be liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party. Please carefully review the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns or questions regarding third-party products should be directed to the applicable third party.
Subject to these Terms of Service, you are hereby granted a non-transferable, non-exclusive, limited, revocable license to use the software and access the Content provided to you through the Site. As between you and Midi, you understand and agree that all Content (except for User Information) displayed on our Site, or otherwise used in any messages to you, is our exclusive property. Except as permitted herein, any use of the Content (except for User Information), including reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, display or performance is strictly prohibited.
You grant us a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sub-licensable and transferable right and license to User Information to use, reproduce, communicate, distribute, share, copy, modify, delete in its entirety, edit, adapt, publish, translate, publicly display, publicly perform, use, create derivative works from and/or sell and/or distribute User Information and/or incorporate User Information into any form, medium or technology throughout the world without compensation to you. This license will survive the termination of these Terms of Service.
You understand and agree that any ideas, suggestions, knowhow, improvements, comments, or other feedback (collectively, “Feedback”) that you submit to us, whether by posting User Information on our Site or through any other communication or means, will be the exclusive property of Midi. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to us all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by us to perfect and enforce such rights.
Midi may terminate your access to the Site or any of the Services at any time and for any reason, including, without limitation, your breach of any of the Terms of Service. Upon termination, your access to the Site and the terminated Services will immediately cease but you will remain liable for all amounts due up to and including the date of termination (including amounts due for Products purchased prior to such termination). The disclaimers, limitations of liabilities, releases and waivers set forth in these Terms of Service shall survive any such termination.
You may also terminate these Terms of Service at any time by notifying us that you no longer wish to use the Site, or our Services, or when you cease using the Site or the Services.
10. DISCLAIMER OF WARRANTIES
ALL PRODUCTS AND SERVICES, THE SITE AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” MIDI, INCLUDING THE PRACTICE, ITS PROVIDERS, AND THE LABORATORIES AND PHARMACIES , DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, OR NON-INFRINGEMENT. Midi DOES NOT WARRANT OR GUARANTEE THAT THE CONTENT, PRODUCTS, SERVICES OR THE SITE ARE OR WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, OR THAT THIS SITE, OR ANY OTHER SOFTWARE, TECHNOLOGY OR SERVERS USED IN THE DELIVERY OF THE SITE (AND ITS CONTENT), THE PRODUCTS OR THE SERVICES ARE FREE OF ANY VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU AGREE THAT WHEN YOU VIEW, DOWNLOAD OR OTHERWISE OBTAIN CONTENT FROM OR THROUGH THE SITE, OR BY USING THE SERVICES OR A PRODUCT, YOU DO SO AT YOUR OWN RISK, AND THAT YOU WILL BE WHOLLY RESPONSIBLE FOR YOUR USE OF THE FOREGOING AND ANY LOSS OF DATA, DAMAGES TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR ANY OTHER HARM THAT MAY RESULT FROM SUCH USE. FURTHER, YOU UNDERSTAND THAT THE CONTENT AND OTHER INFORMATION AVAILABLE TO YOU AND THE TECHNOLOGY USED TO FORMULATE AND DELIVER SUCH CONTENT AND INFORMATION, MAY CONTAIN ERRORS, BUGS, PROBLEMS OR OTHER LIMITATIONS, AND THAT YOUR USE OF SUCH INFORMATION AND CONTENT IS AT YOUR OWN RISK AND SHOULD NOT RELY UPON IT WITHOUT VERIFICATION.
11. LIMITATION OF LIABILITY
MIDI, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, THE PRACTICE, ITS PROVIDERS, THE LABORATORIES AND PHARMACIES (COLLECTIVELY, THE “MIDI PARTIES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, THE CONTENT, OR ANY OF THE SERVICES OR PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE MIDI PARTIES SHALL NOT HAVE ANY LIABILITY, ON ANY LEGAL BASIS WHATSOEVER, TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, ARISING OUT OF OR RELATING TO YOUR USE OF THE SITE, CONTENT, PRODUCTS AND SERVICES, EVEN IF THE MIDI PARTIES WERE ADVISED OF OR WAS AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE MIDI PARTIES’ LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). Some jurisdictions do not allow certain limitations or exclusions of damages, so some of the foregoing disclaimers and limitations may not apply to you.
YOU AGREE THAT YOU MUST BRING ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.
12. INDEMNIFICATION
You agree to indemnify, defend and hold harmless the Midi Parties from any and all third party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Site, or your breach of these Terms of Service (including any referenced policies of notices),or your violation of any law or the rights of a third party.
13. PRIVACY POLICY
Midi respects your privacy and understands the importance of confidentiality and privacy of your personal information. Please review our Privacy Policy for information regarding how we may collect, use and disclose your personal information. The Privacy Policy is hereby incorporated by reference into these Terms of Service.
14. ELECTRONIC COMMUNICATIONS
In connection with your access or use the Services, including the Site, you hereby consent to receive electronic communications from us, the Practice and its Providers, the Laboratories, and the Pharmacies whether through email or through the Site, or other electronic means. You are responsible for checking and responding to these messages. You may not hold Midi, the Practice, or any Provider liable for any injury, loss, or claims resulting from your failure to read or respond to these messages or comply with the advice or instructions contained in a message from the Practice or any Provider. You agree to the use of electronic documents and records in connection with this Terms of Service and all future documents and records in connection with the Site and Services—including this electronic signature and disclosure notice—and that this use satisfies any requirement that Midi provides you these documents and their content in writing. If you do not agree, do not enter into this Terms of Service. You have the right to receive a paper copy of electronic communications if and to the extent required under applicable Law. You may (a) obtain a paper copy of any document or record of these Terms of Service, (b) withdraw your consent to the use of electronic documents and records, or (c) update your contact information through your Application account. To receive or access electronic documents and records, you must have the following equipment and software: (i) a device that is capable of accessing the Internet, (ii) a compatible Internet browser, and (iii) software that permits you to receive and access Portable Document Format or "PDF" files, such as Adobe Acrobat Reader 8.0 or higher. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements.
XV. COPYRIGHT AND TRADEMARKS.
All content included on the Site including, but not limited to, text, photographs, video, documents, graphics, button icons, images, artwork, names, logos, trademarks, service marks, and data (the “Marks”), in any form including the compilation thereof, are proprietary to Midi and protected by U.S. and international copyright law and conventions. The Marks include both Marks owned or controlled by Midi and Content owned or controlled by third parties and licensed to Midi. Except as set forth below, direct or indirect reproduction of the Marks, in whole or in part, by any means, is prohibited without our express written consent. You are authorized only to use the Site for personal use and are not authorized to reproduce, sell, or exploit the Site or content of the Site for commercial purposes.
15. GOVERNING LAW
These Terms of Service shall be governed by and construed in accordance with the laws of the United States.
16. THIRD-PARTY BENEFICIARIES
Any use of third-party software (or associated third-party products or services) shall be governed by the applicable party’s license or terms of use, and not by these Terms of Service. In addition to this Terms of Service, your use of the Service and the Site (and the Content) must comply with all applicable third-party terms of use.
Except as expressly set forth herein (e.g., in certain instances with respect to the Practice, its Providers, the Laboratories and Pharmacies, the parties agree that there are no third party beneficiaries of these Terms of Service.
17. GENERAL TERMS
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Service.
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service shall not create any partnership, joint venture, employment, or other agency relationship between you and Midi, the Practice and its Providers, or the Laboratories or Pharmacies.
These Terms of Service and any policies or operating rules referenced or posted by us on the Site constitutes the entire agreement and understanding between you and us and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Midi may, in its sole discretion, transfer, its contractual rights and obligations set forth in these Terms of Service to any affiliate of Midi or to another third party in the event that some or all of the Midi’s business is transferred to a third party by way of merger, sale of its assets or otherwise. You may not assign any of your rights hereunder, and any such attempt by you will be deemed null and void.
18. CONTACT INFORMATION
Please send any questions to operations@JoinMidi.com.