BY EXECUTING AN ORDER, CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICES, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (I) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; AND (II) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT (AS APPLICABLE) ON YOUR BEHALF OR ON BEHALF OF THE ENTERPRISE CUSTOMER. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
1.
DEFINITIONS. Capitalized terms have the meaning set forth below or as otherwise defined within this Agreement.
1.1
“Applicable Data Protection Laws” means the U.S. Federal and U.S. State privacy, data protection, data security and telemarketing laws and regulations of any jurisdiction applicable to the collection, processing, using, disclosing and/or storing of Personal Data under this Agreement, including, without limitation, the California Consumer Protection Act (as and where applicable), the CAN-SPAM Act and the Telephone Consumer Protection Act of 1991.
1.2
“Documentation” means all specifications, user manuals, and other technical materials relating to the Platform and the Services that are provided or made available to you, and as may be modified by Medeloop from time to time.
1.3
“Fees” means the fees for the rights to access the Platform and receive the Services as set forth on a Order.
1.4
“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the implementing regulations thereunder related to privacy, security and breach notification.
1.5
“Intellectual Property Rights” means all past, present, and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, moral rights, and mask work rights; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patent and industrial property rights; (e) other proprietary rights of every kind and nature; and (f) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the rights referred to in clauses (a) through (e) of this sentence.
1.6
“Medeloop Technology” means the Platform, the Services, Usage Data, the Documentation and any applicable software, data, or technical information contained within the foregoing.
1.7
“Module” means any of the Analytics, Grants, and/or Studies modules of the Platform, as further described in the Module Supplemental Terms.
1.8
“Order” means any order separately executed by you and us, or placed by you on the Platform, into which this Agreement is incorporated and sets forth: (a) your access rights to the Platform, including the Modules that may be accessed; (b) the Fees payable for such access rights; and (c) any additional terms applicable to your use of the Platform.
1.9
“Personal Data” means “personal data,” “personal information,” “personally identifiable information”, or similar term defined in Applicable Data Protection Laws.
1.10
“Usage Data” means general performance and usage data generated or collected through or in connection with your use of the Platform and Services (such as technical logs, account and login data, processed volumes).
2.
ACCESS TO THE PLATFORM; SERVICES.
2.1
Access. During the Term, Medeloop shall operate the Platform. Subject to the terms and conditions of this Agreement, Medeloop will provide the Services set forth in an Order, in accordance with the Documentation, and hereby grants to you a limited, non-exclusive, non-transferable (except as permitted under the assignment provisions hereof), non-sub-licensable right during the Term to: (a) use and access the Module(s) as set forth in an Order in accordance with the Documentation and the terms of this Agreement; and (b) use and make reasonable copies of the Documentation, in each case solely for your internal business purposes. You acknowledge and agree that Medeloop may update the Platform in whole or in part from time to time. For clarity, any data that you access through the Platform may be subject to Supplemental Terms and not to the provisions of this Section 2.1.
2.2
Restrictions. You shall not: (a) modify, adapt, alter or translate the Medeloop Technology; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Medeloop Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except as permitted by law; (d) interfere in any manner with the operation of the Platform or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Platform without prior authorization of Medeloop; (e) modify, copy or make derivative works based on any part of the Medeloop Technology; (f) access or use the Medeloop Technology to build a similar or competitive product or service or otherwise engage in competitive analysis or benchmarking; (g) attempt to access the Platform through any unapproved interface; (h) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Medeloop or its licensors on the Medeloop Technology or any copies thereof; or (i) otherwise use the Medeloop Technology in any manner that exceeds the scope of use permitted under this Agreement or in a manner inconsistent with applicable law. Medeloop reserves the right to suspend your access to the Platform or the Services for any failure, or suspected failure, to comply with the foregoing conditions.
2.3
No Support or Maintenance; Necessary Equipment. You acknowledge and agree that Medeloop will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
3.1
Registration and Account Creation. In order to access and use certain features of the Services, you may need to register or create an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form, including (but not limited to) your name, an email address and password. You agree to provide information required for your use of the Services that is, and to update such information so it remains true, accurate, current and complete. Medeloop reserves the rights to establish eligibility criteria to use the Services, and in some cases, at our sole discretion, impose limitations or restrictions on certain Accounts including, but not limited to, deletion of Accounts.
3.2
Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Medeloop of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You agree not to create an Account using a false identity or false information, or on behalf of someone other than yourself. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors. Medeloop cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
3.3
No Support or Maintenance; Necessary Equipment. You acknowledge and agree that Medeloop will have no obligation to provide you with any support or maintenance in connection with the Services. As between us and you, you are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.
4.
CUSTOMER DATA AND OBLIGATIONS.
4.1
Customer Data. If you wish to provide or submit any data or information to the Platform which may include, but is not limited to, personal data, patient medical records, and information about your research in connection with the Services, you must enter into a separate Master Services Agreement with Medeloop, and such Master Services Agreement shall govern your access to the Services.
4.2
Necessary Equipment. You must provide all equipment and software necessary to access the Platform and utilize the Services. You are solely responsible for any fees, including internet connection fees, that you incur when accessing the Platform and the Services. To the extent the Platform allows you to customize aspects of the Platform, you acknowledge and agree that it is responsible for these configurations.
4.3
Compliance. You covenant that all research and development conducted through the use of the Platform shall be carried out in compliance with all applicable laws, regulations, guidelines, and consents.
5.
Medeloop Communications.
5.1
Generally. You may have the opportunity to provide us with your phone number or e-mail address. By providing your phone number or email address to us, you consent to receive SMS/text messages, and email communications from Medeloop. Communications from us may include communications about your use of the Services.
5.2
Promotional Email Communications. If you opt-in to receive marketing or promotional email communications from us, you will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE SERVICES. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE SITE OR SERVICES.
5.3
Electronic Communications. The communications between you and Medeloop use electronic means, whether you use the Services or send us emails, or whether Medeloop posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Medeloop in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Medeloop provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights or your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
6.
FEES, PAYMENT, AND TAXES.
6.1
Fees; Payment. The Fees for accessing the Platform are payable in advance as set forth in an applicable Order. All amounts are due and payable as set forth in the applicable Order. All Fees are quoted in United States Dollars. All Fees are non-cancelable, and, unless otherwise set forth herein or on the applicable Order, non-refundable.
6.2
Late Payments. Payments by you that are past due will be subject to interest at the rate of one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law) on that overdue balance. You will be responsible for any costs resulting from collection by Medeloop of any such overdue balance, including, without limitation, reasonable attorneys’ fees and court costs. Medeloop reserves the right (in addition to any other rights or remedies Medeloop may have) to suspend your access to the Services if any Fees are more than fifteen (15) days overdue until such amounts are paid in full.
6.3
Payment Provider. Medeloop uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Provider”). When you make a purchase on the Platform, you shall provide your payment details and any additional information required to complete the Order directly to the Payment Provider. You agree to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize Medeloop and Stripe to share any information and payment instructions provided with one or more Payment Provider(s) to the minimum extent required to complete the transactions. Online payment transactions may be subject to validation checks by the Payment Provider and your card issuer, and Medeloop is not responsible if your card issuer declines to authorize payment for any reason. The Payment Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate payment information. Medeloop shall not be responsible for any online handling fees or processing fees charged by your card issuer. Payment Provider(s) may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
6.4
Taxes. The Fees do not include taxes, duties or charges of any kind. If Medeloop is required to pay or collect any local, value added, goods and services taxes or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on Medeloop’s income), then such taxes and/or duties shall be billed to and paid by you.
7.1
Term. This Agreement will begin on the date it is accepted by you and will continue in full force and effect for as long as any Order remains in effect, unless earlier terminated in accordance with this Agreement (the “Term”). The term of an Order will begin on the effective date of the Order and continue in full force and effect for the duration set forth on such Order, unless earlier terminated in accordance with this Agreement (the “Initial Term”). The Order will automatically renew unless either party provides written notice of non-renewal in accordance with the applicable Order (each, a “Renewal Term”).
7.2
Termination for Breach. Either Party may terminate this Agreement immediately upon notice to the other Party if: (a) the other Party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach; or (b) the other Party: (i) becomes insolvent; (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement; or (iii) makes an assignment for the benefit of its creditors.
7.3
Termination for Convenience. Medeloop reserves the right to terminate this Agreement or your access to the Platform at any time without cause upon sixty (60) days prior written notice. In the event Medeloop exercises this termination right, Medeloop shall provide you with a pro-rated refund of any unused Fees for the then-current Term.
7.4
Effect of Termination. Upon the earlier of expiration or termination of this Agreement: (a) you shall pay Medeloop for all amounts due and payable hereunder as of the effective date of termination or expiration; (b) each Party shall immediately return or, if requested by a Party, destroy all (including any copies of) Confidential Information of the other Party and, upon request, each Party shall provide written certification that the foregoing obligations have been completed; (c) the rights and licenses granted to Customer hereunder will immediately terminate; and (d) you will cease use of the Medeloop Technology, and return or destroy all copies of the Documentation in its possession/control.
7.5
Survival. The Parties’ rights and obligations under Sections 1, 2.2, 3, 4, 7.5, 8-13 shall survive termination of this Agreement. Termination of this Agreement will not limit either Party from pursuing any other remedies available to it, including injunctive relief, nor will termination relieve you of your obligation to pay all Fees that accrued prior to such termination.
8.1
Confidential Information. Each Party (“Receiving Party”) acknowledges that it may receive from the other Party (“Disclosing Party”) confidential information relating to the Disclosing Party and such confidential information includes, but is not limited to, technical, business, marketing and financial information, and any other information that could reasonably be considered confidential or proprietary (“Confidential Information”). The terms of this Agreement and any Order, the Medeloop Technology, and all technical information relating thereto shall be considered Confidential Information of Medeloop.
8.2
Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a wrongful act of the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a source that is entitled to disclose it to the Receiving Party; or (c) is independently developed by the Receiving Party, its employees or third party contractors without access to or use of the Disclosing Party’s Confidential Information.
8.3
Obligations. During and after the Term, the Receiving Party shall: (a) not use (except for performance of this Agreement) or disclose Confidential Information of the Disclosing Party without the prior written consent of the Disclosing Party; and (b) take no less than the same measures that it takes with its own Confidential Information, and in any case no less than reasonable measures, to maintain the Confidential Information of the Disclosing Party in confidence. Either Party may disclose Confidential Information to the extent required by law, provided that the Receiving Party gives the Disclosing Party reasonable advance notice of such required disclosure and cooperates with the Disclosing Party so that the Disclosing Party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.
8.4
Ownership. All Confidential Information disclosed by Disclosing Party shall remain the property of the Disclosing Party. The Disclosing Party reserves all rights in its Confidential Information. Nothing in this Agreement or the disclosures envisaged by this Agreement shall (except for the limited use right above) operate to transfer, or operate as a grant of any Intellectual Property Rights in the Confidential Information.
9.
INTELLECTUAL PROPERTY RIGHTS.
9.1
Medeloop Technology. The Medeloop Technology is proprietary to Medeloop and Medeloop and its licensors have and retain all right, title, and interest, including all Intellectual Property Rights therein. All rights not expressly granted to Customer are reserved to Medeloop.
9.2
Feedback; Artificial Intelligence. You hereby grant Medeloop a perpetual, irrevocable, royalty-free and fully paid right to use and otherwise exploit in any manner any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you related to the Medeloop Technology, including for the purpose of improving and enhancing the Platform and the Services; provided that you are not referenced in such use. You acknowledge and agree that the Platform and the Services utilize artificial intelligence and deep learning platforms, algorithms, tools and models (“AI Tools”), including third-party AI Tools. The AI Tools used varies in each Module, and additional terms applicable to each Module and the use of AI Tools is set forth in the Supplemental Terms.
9.3
Usage Data. Medeloop may generate Usage Data to operate, improve, analyze, and support the Platform and the Services for benchmarking and reporting and for Medeloop’s other lawful business purposes. The Usage Data shall not be disclosed outside of Medeloop in a manner that would identify you or any individual.
10.
WARRANTIES; DISCLAIMERS.
10.1
Mutual Warranties. Each Party hereby represents and warrants to the other Party that: (a) it has full, right, power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) it is duly organized and existing in good standing under the laws of the jurisdiction in which it is organized, and has the power to own its property and to carry on its business as now being conducted; and (c) it has not entered into and will not enter into any agreements with any third party that conflict with such Party’s obligations under this Agreement.
10.2
Customer Warranties. You represent and warrant that: (a) you will not use the Platform for any unlawful purpose or in breach of any of its commitments described under Section 4; and (b) you will not upload any data or other information to the Platform or otherwise use the Platform or Services in a manner that: (i) infringes or misappropriates any third party’s Intellectual Property Rights, (ii) knowingly contains any viruses, worms or other malicious computer programming codes intended to damage the Medeloop Technology; or (iii) otherwise violates the rights of a third party.
a.
General. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED BY MEDELOOP “AS IS” AND “AS AVAILABLE” AND MEDELOOP AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, ORAL, STATUTORY, EXPRESS, IMPLIED, BY COURSE OF COMMUNICATION OR DEALING, OR OTHERWISE. EXCEPT AS SPECIFIED IN SECTION 10.1, MEDELOOP AND ITS LICENSORS SPECIFICALLY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE MEDELOOP TECHNOLOGY AND ANY OTHER PRODUCT OR SERVICES FURNISHED UNDER THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MEDELOOP DOES NOT WARRANT THAT THE PLATFORM IS ERROR-FREE OR THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION. MEDELOOP IS NOT ENGAGED IN THE PRACTICE OF MEDICINE AND IS NOT DETERMINING APPROPRIATE MEDICAL USE OF ANY CUSTOMER DATA OR RELATED ANALYSES.
b.
Artificial Intelligence. LAWS AND REGULATIONS GOVERNING USE OF ARTIFICIAL INTELLIGENCE ARE RAPIDLY EVOLVING, AND MEDELOOP DOES NOT GUARANTEE THAT YOUR USE OF THE SERVICES WILL COMPLY WITH APPLICABLE LAWS AND REGULATIONS OR THAT FUTURE LAWS AND REGULATIONS WILL NOT IMPACT USE THEREOF. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES COMPLIES WITH ALL APPLICABLE LAWS.
c.
No Medical Advice. THE SERVICES ARE NOT CERTIFIED, CLEARED OR APPROVED AS A MEDICAL DEVICE BY ANY REGULATORY AGENCY. THE SERVICES DO NOT PROVIDE MEDICAL DIAGNOSIS, ADVICE OR TREATMENT, AND THE SERVICES ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. MEDELOOP IS NOT A LICENSED HEALTHCARE PROVIDER, NOR DOES IT RENDER HEALTHCARE ADVICE OR SERVICES. YOU ARE SOLELY RESPONSIBLE FOR USING YOUR OWN JUDGEMENT IN ASSESSING THE VALIDITY AND USEFULNESS OF ANY RESULTS OR OTHER INFORMATION MADE AVAILABLE THROUGH THE SERVICES. YOU SHOULD NOT RELY ON INFORMATION AVAILABLE ON THE SERVICES AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT WITH A PHYSICIAN OR OTHER HEALTHCARE PROFESSIONAL. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH-RELATED ADVICE FROM YOUR HEALTHCARE PROFESSIONAL BECAUSE OF INFORMATION AVAILABLE ON THE SERVICES. MEDELOOP IS NOT LIABLE FOR ANY CONTENT OR INFORMATION MADE AVAILABLE ON THE SERVICES BY ANY OTHER USER, EXPERT, OR THIRD PARTY, INCLUDING ANY ENTERPRISE CUSTOMER. THE USE OF INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
11.1
By Medeloop. Medeloop will defend at its expense any suit brought against you, and will pay any settlement Medeloop makes or approves, or any damages finally awarded in such suit, insofar as such suit is based on a claim by any third party alleging that the use of the Platform by you in accordance with the Documentation and this Agreement infringes such third party’s Intellectual Property Rights. If any portion of the Platform becomes, or in Medeloop’s opinion is likely to become, the subject of a claim of infringement (“Infringing Technology”), Medeloop may, at Medeloop’s option: (i) procure for you the right to continue using the Infringing Technology; (ii) replace the Infringing Technology with non-infringing software or services which do not materially impair its functionality; (iii) modify the Infringing Technology so that it becomes non-infringing; or (iv) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, you will immediately cease all use of the Infringing Technology. Notwithstanding the foregoing, Medeloop will have no obligation under this Section or otherwise with respect to any infringement claim based upon: (A) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (B) any use of the Platform in combination with other products, equipment, software or data not supplied by Medeloop; or (C) any modification of the Platform by any person other than Medeloop. This Section states your sole and exclusive remedy and the entire liability of Medeloop, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for such claims and actions.
11.2
By Customer. You will defend at its expense any suit brought against Medeloop, and will pay any settlement you make or approve, or any damages finally awarded in such suit, insofar as such suit is based on a third party claim arising out of or relating to (a) your use of the Services, (b) any breach by you of Section 10.2, or (c) your violation of applicable laws or regulations. This Section states the sole and exclusive remedy of Medeloop and your entire liability, or any of its officers, directors, employees, shareholders, contractors or representatives, for the claims and actions described herein.
11.3
Procedure. The indemnifying Party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified Party promptly notifying the indemnifying Party in writing of any threatened or actual claim or suit; (b) the indemnifying Party having sole control of the defense or settlement of any claim or suit; and (c) the indemnified Party cooperating with the indemnifying Party to facilitate the settlement or defense of any claim or suit.
12.
LIMITATION OF LIABILITY.
12.1
Types of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MEDELOOP BE LIABLE FOR LOST PROFITS OR LOST DATA OR FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, RELIANCE OR PUNITIVE LOSSES OR DAMAGES HOWSOEVER ARISING UNDER THIS AGREEMENT OR IN CONNECTION WITH THE MEDELOOP TECHNOLOGY, WHETHER UNDER CONTRACT, TORT OR OTHERWISE, WHETHER FORESEEABLE OR NOT AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE, OCCUR OR RESULT. IN NO EVENT SHALL MEDELOOP BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.
12.2
Amount of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MEDELOOP’S AGGREGATE CUMULATIVE LIABILITY UNDER THIS AGREEMENT (INCLUDING ALL ORDERS) EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY YOU TO MEDELOOP UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3
Basis of the Bargain. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy. The Parties acknowledge that the Fees have been set, and the Agreement entered into, in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the Parties.
13.1
Beta Features. Medeloop may from time to time provide features, services, tools or functionality as a part of the Services, but prior to their general release, i.e., in “beta” mode (“Beta Features”). Notwithstanding anything to the contrary in these Terms, such Beta Features are made available at Medeloop’s sole discretion and may be modified or discontinued at any time without notice. Beta Features are offered without warranty of any kind, and Section 10.3 shall apply with full force to such Beta Features.
13.2
Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Medeloop’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
13.3
Force Majeure. Medeloop shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
13.4
Governing Law. The Terms shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflicts of laws provisions thereof. The application of the Uniform Computer Information Transactions Act is expressly excluded. In any dispute arising under these Terms shall be submitted exclusively to binding arbitration before three (3) arbitrators in Wilmington, Delaware, in accordance with the rules of the American Arbitration Association, and each party consents to such exclusive forum; provided that nothing herein shall prevent a party from seeking a preliminary injunction or other equitable relief in a judicial proceeding to prevent irreparable harm pending arbitration. EACH PARTY HEREBY IRREVOCABLY (A) CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE SPECIFIED FORUMS, AND VENUE THEREIN AND (B) VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION AMONG THEM BASED DIRECTLY OR INDIRECTLY ON THESE TERMS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY RELATED TO THESE TERMS.
13.5
Notice. Where Medeloop requires that you provide an e-mail address, you are responsible for providing Medeloop with your most current e-mail address. In the event that the last e-mail address you provided to Medeloop is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Medeloop’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Medeloop at the following address: 353 Kearny Street, 3rd FloorSan Francisco CA 94108. Such notice shall be deemed given when received by Medeloop by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
13.6
Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.7
Severability. If any portion of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
13.8
International Users. The Site and other parts of the Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Medeloop intends to announce such services or content in your country. The Services are controlled by Medeloop from its facilities in the United States of America, and offered in the United States of America and Canada. Medeloop makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.
13.9
Export Control. The Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Medeloop, or any products utilizing such data, in violation of the United States export laws or regulations.
13.10
Copyright/Trademark Information. Copyright © 2025, Medeloop, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any of Medeloop’s Marks will inure to Medeloop’s benefit.
13.11
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at the contact information below. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation. In addition, in accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
13.12
Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
13.13
Contact Information:Medeloop, Inc.
353 Kearny Street, 3rd FloorSan Francisco CA 94108
info@medeloop.ai
MODULE SUPPLEMENTAL TERMS
Analytics Module
Medeloop Analytics enables you to interact with your data using natural language, turning complex information into real-time insights.The following terms and conditions apply to your use of and access to the Analytics Module of the Platform:
1.
Feedback and Training. You acknowledge and agree that Medeloop tracks the accuracy and efficacy of the responses to your queries, and your interactions with the Platform and its Modules, to improve customer experience and the Medeloop Technology underlying the Platform and its Modules, including to train Medeloop’s artificial intelligence models. Notwithstanding the foregoing, Medeloop does not retain the queries submitted by you, nor train on the substance of such queries
a.
The Analytics Module uses AI Tools, including third-party AI Tools, to generate responses (“AnalyticsOutput”) to your queries (“Analytics Inputs”). You acknowledge and agree that Medeloop may share Analytics Inputs with such third party AI Tools for this purpose. Each third party provider of such AI Tool commits to not using any Analytics Inputs to train or develop underlying artificial intelligence models or algorithms, and to not store any queries or prompts shared except where necessary to comply with law.
b.
As between you and Medeloop, you are the owner of all right, title, and interest in and to the Analytics Output. Notwithstanding the foregoing, given the nature of artificial intelligence which powers the Services, you acknowledge that: (a) Analytics Output may not be unique across users of the Platform and the Module may generate the same or similar output for another user under similar terms and you do not have any right, title or interest in or to any output provided to other users, regardless of the level or degree of similarity with the Analytics Outputs; (b) Medeloop does not represent or warrant that the Analytics Outputs are protectible by any intellectual property rights under applicable law; and (c) Medeloop does not guarantee that you will exclusively own or have all necessary rights to the Analytics Output for your intended purposes, or that the Analytics Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.
3.
Export Functionality. You may be permitted to download and export certain software code generating the Analytics Output to a Jupyter Notebook (“Exportable Code”), and you may be permitted to modify the Exportable Code in order to rerun queries. You represent and warrant that you shall not modify or edit the Exportable Code in order to access or derive, or attempt to access or derive, the underlying or raw data sets within the Analytics Module of the Platform.
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