Provider Terms of Service
These Terms of Service (these "Terms") of mdhub, Inc. ("mdhub," "we," "our," or "us") describe your rights and responsibilities when accessing and/or using (1) our website, including www.mdhub.ai and any successor URL(s) (the "Site"), and (2) any and all related software, documentation, and online, mobile-enabled, telephonic and/or digital services (collectively, the "Services" or "Service") provided by us under these Terms along with the terms of a subscription and order ("Service Terms") incorporating these Terms. To the extent Service Terms you have agreed to are negotiated and conflict with these Terms, the Service Terms control.
The Services provide administrative and technology support to licensed health care providers in the United States that have signed up for a Service account under the Service Terms ("Providers"). The Services include facilitating the transcription of patient interactions and the preparation of clinical notes, and automated intake of new patients.
These Terms are a contract between you and mdhub. You must read and agree to these Terms (and for the Services, the Service Terms) before using the Site or the Services. If you do not agree, you may not use the Site or the Service.
You may access and use the Site only in accordance with these Terms, and you agree to comply with all applicable local, state, national and international laws, rules, and regulations ("Applicable Law"), including any other policies incorporated into these Terms, such as our Privacy Notice.
By accessing or using the Site you signify that (a) you have read, understood, and agree to be bound by these Terms, and (b) you have read and understood our Privacy Notice (as it may be updated from time to time, our "Privacy Notice"). We reserve the right to modify these Terms and will provide notice of material changes as described below.
The Site and the Services are not intended to be used to identify emergencies or to treat emergent, serious, or life-threatening conditions. If you are a Site or Service user and you or someone you know believes you or a patient are suffering an emergent or life-threatening condition, call 9-1-1 immediately where that service is available or go to the nearest open clinic or emergency room.
PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 11.2 (THE "ARBITRATION AGREEMENT") AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 11.3 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11.2, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.
1. Our Site and Service.
1.1. No Medical or Professional Advice:
We do not directly or indirectly offer medical advice or other professional advice through the Site or the Service. Any information on or which may be discovered through the Site or the Service is intended to be general information in regard to the subject matter covered, and any such information should not be considered complete, nor should it be relied on to suggest a basis for diagnosis or course of treatment.
THE SITE AND SERVICE CANNOT AND ARE NOT DESIGNED, INTENDED, OR APPROPRIATE TO ADDRESS SERIOUS, EMERGENT, OR LIFE-THREATENING MEDICAL CONDITIONS AND SHOULD NOT BE USED IN THOSE CIRCUMSTANCES.
General information available through the Site about mdhub, its services, medical conditions, services providers, and other educational articles and videos is provided for general educational purposes only. Never disregard, avoid, or delay obtaining medical advice from a physician or other qualified healthcare professional because of something contained in the Site. If you or a patient has or you suspect that you or a patient has an urgent medical problem or condition, please contact a qualified healthcare professional immediately.
1.2. Limited License:
Subject to these Terms, you are hereby granted a non-exclusive, non-sublicensable limited, non-transferable, and freely revocable license to use the Site for your personal, non-commercial use only, strictly as permitted by the features of the Site. We may terminate this license at any time for any reason or no reason. We reserve all rights not expressly granted herein in the Site and the mdhub Content (as defined in Section 3.1 below).
1.3 Consent to Electronic Communications:
Unsecured email, mobile phone text messages, or other unsecure electronic methods of communication are not confidential means of communication and there is a possibility that a third party could intercept and see these messages. By providing us your email address, you acknowledge these risks and consent to us using that email address number to send you Site-related notices, including any notices required by Applicable Law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as messages notifying you of changes to features of the Site or Service and special offers. If you do not want to receive such email messages, you may opt out of receiving such email messages by clicking on the "unsubscribe" link in the email message received and/or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.
1.4 Text Messages and Calls:
By providing your phone number to mdhub on the Site, you expressly consent and agree that we may contact you using written, electronic, and/or oral/audio means, including by manual dialing, leaving prerecorded/artificial voice messages, and/or using an automatic telephone dialing system to call or send SMS/text messages to your phone number as necessary to (a) help keep your account secure through the use of two-factor authentication; (b) help you access your account when you've forgotten your password; (c) contact you through an automated intake coordinator if such Service is utilized by a Provider; and (d) as otherwise necessary to service your account, complete transactions requested by you, or enforce these Terms, our policies, Applicable Law, or any other agreement we may have with you, even if the provided phone number is registered on any federal or state Do-Not-Call registry. For purposes of clarity, the communications described in this paragraph are transactional in nature, and not promotional.
Additionally, we offer you the chance to enroll to receive recurring SMS/text messages from us about account-related news and alerts and/or marketing and promotional offers for mdhub products and services (collectively, "Promotional Text Messages"). By enrolling, you agree to receive Promotional Text Messages from us to the phone number you provide and that such Promotional Text Messages may be sent using an automatic telephone dialing system.
You may opt-out from Promotional Text Messages at any time. To unsubscribe from Promotional Text Messages, reply STOP, QUIT, END, CANCEL, or UNSUBSCRIBE to any Promotional Text Message you receive from us. You consent that following such a request to unsubscribe, you may receive one final text message from us confirming your request. For help, contact us at legal@mdhub.ai.
You certify that any phone number(s) you provide to us are true and accurate and that you are authorized to enroll such phone number(s) to receive calls and/or SMS/text messages as described herein. Message and data rates apply. Consent is not required as a condition of purchase. We are not responsible for any delays upon sending or receiving text messages.
1.5. Service Rules;
Use Restrictions: In using the Site and/or Service, you agree not to engage in any of the following prohibited activities: (a) providing any false or fraudulent information or documentation or providing information or documentation for any other improper purpose, whether for yourself, your business, or a third party; (b) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, or hiding or attempting to hide your identity; (c) copying, distributing, making available, providing access to, or disclosing any part of the Site or the Service in any medium, including, without limitation, by any automated or non-automated "scraping"; (d) using any automated system, including, without limitation, "robots," "spiders," "offline readers," etc., to access the Site or Service in a manner that sends more request messages to the servers running the Site or Service than a human can reasonably produce in the same period of time by using a conventional online web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Site for the sole purpose of, and solely to the extent necessary for, creating publicly available searchable indices of the materials, but not caches or archives of such materials); (e) copying, modifying, adapting, translating, preparing derivative works from, reverse engineering, disassembling, or decompiling the Site or the Service or otherwise attempting to discover any proprietary source code or trade secrets related to the Site or the Service; (f) using the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with mdhub, the Site, or the Service for any purpose without our express written consent; (g) transmitting spam, chain letters, or other unsolicited email; (h) attempting to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from the servers running the Site or the Service; (i) taking any action that imposes, or may impose (as determined by us, in our sole discretion), an unreasonable or disproportionately large load on our infrastructure; (j) uploading invalid data, viruses, worms, or other software agents through the Site or the Service; (k) collecting or harvesting any personal information from the Site or the Service; (l) interfering with the proper working of the Site or the Service; (m) bypassing the measures we may use to prevent or restrict access to the Site or the Service, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on the use of the Site or the Service or the content therein; (n) use the Site (i) for any commercial purpose; (ii) for the benefit of any third party; or (iii) in any manner not permitted by these Terms; (o) violate any Applicable Law (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries).
mdhub is not obligated to monitor your use of the Site or the Service, but we may do so to ensure your compliance with these Terms, and/or to respond to law enforcement or other government agencies if and when we are required to. mdhub reserves the right to suspend or terminate your use of the Site or the Service without notice to you if you partake in any of the prohibited uses described above.
1.6. Changes to the Site or the Service:
We may, with or without prior notice, change the Site or the Service; stop providing the Site or the Service or features of the Site or the Service, to you or to users generally; or create usage limits for the Site or the Service. We may permanently or temporarily terminate or suspend your access to your account and/or the Site or the Service with or without notice and without liability, for any reason, including if, in our sole determination, you violate any provision of these Terms, or for no reason. Upon their termination for any reason or no reason, you continue to be bound by these Terms.
1.7. Computer Equipment and Internet Access:
You are responsible for obtaining, installing, maintaining, and operating all software, hardware, or other equipment (collectively, "Systems") necessary for you to access and use the Site or the Service. This includes, without limitation, obtaining internet services, using up to date web-browsers and the best commercially available encryption, antivirus, anti-spyware, and internet security software. You are responsible for the data security of the Systems used to access the Site and for the transmission and receipt of information using such Systems. We are not responsible for any errors or problems that arise from the malfunction or failure of the internet or your Systems.
THERE ARE ALWAYS CERTAIN SECURITY AND ACCESS AVAILABILITY RISKS ASSOCIATED WITH USING OPEN NETWORKS SUCH AS THE INTERNET, AND YOU EXPRESSLY ASSUME SUCH RISKS.
2. Your Content
As between us and you, you (or your licensors) will own any and all information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from you (or on your behalf) by or through the Site ("Your Content").
We have the right (but not the obligation) in our sole discretion to remove any of Your Content that is shared via the Site or the Service.
You hereby grant, and you represent and warrant that you have all rights necessary to grant to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute and display Your Content: (a) to maintain and provide the Site or the Service to you; (b) solely in de-identified form, to improve our products and services and for our other business purposes, such as data analysis, customer research, developing new products or features, and identifying usage trends (and we will own such de-identified data); and (c) to perform such other actions as described in our Privacy Notice or as authorized by you in connection with your use of the Site or the Service.
In connection with Your Content, you affirm, represent and warrant the following:
- you have the written consent of each and every identifiable natural person referred to or mentioned in Your Content, if any, and each such person has released you from any liability that may arise in relation to such use;
- you have obtained and are solely responsible for obtaining all consents as may be required by Applicable Law to provide any of Your Content that relates to third parties;
- Your Content and mdhub's use thereof as contemplated by these Terms and the Service will not violate any Applicable Law or infringe any rights of any third party, including, but not limited to, any intellectual property rights and privacy rights; and
- to the best of your knowledge, all of Your Content and all other information that you provide to us is truthful and accurate.
WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY OF YOUR CONTENT. YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR CONTENT AND THE CONSEQUENCES OF POSTING, PUBLISHING IT, SHARING IT, OR OTHERWISE MAKING IT AVAILABLE ON THE SITE OR THE SERVICE. YOU UNDERSTAND AND AGREE THAT ON THE SITE OR THE SERVICE YOU MAY BE EXPOSED TO CONTENT THAT IS INACCURATE, OBJECTIONABLE, INAPPROPRIATE, OR OTHERWISE UNSUITED TO YOUR PURPOSE, AND YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES YOU ALLEGE TO INCUR AS A RESULT OF OR RELATING TO ANY CONTENT ACCESSED ON OR THROUGH THE SITE OR THE SERVICE.
3. Our Proprietary Rights
3.1. mdhub Content. Except for Your Content, the Site and the Service and all materials therein or transferred thereby, including, without limitation, any software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music (the "mdhub Content"), and all intellectual property rights related thereto, are the exclusive property of mdhub and its licensors, providers, distributors, and suppliers (collectively, "Suppliers"). Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any such intellectual property rights, and you will not sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works of any mdhub Content. Use of the mdhub Content for any purpose not expressly permitted by these Terms is strictly prohibited.
3.2. Usage Data. We may collect, maintain, process, and use, or you may provide to us, diagnostic, technical, usage, and related information, including information about your computers, mobile devices, systems, and software (collectively, "Usage Data"). You agree that all Usage Data is owned solely and exclusively by us, and, to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights, title, and interest in and to the same. Accordingly, we may use the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Site or the Service; (b) to develop and improve the Site or the Service; (c) to monitor your usage of the Site or the Service; (d) for research and analytics and for our other business purposes; and (e) to share analytics and other derived Usage Data with third parties, solely in deidentified or aggregated form. The Site or the Service may contain technological measures designed to prevent unauthorized or illegal use of the Site or the Service. You acknowledge and agree that we may use these and other lawful measures to verify your compliance with the terms of these Terms and to enforce our rights, including all intellectual property rights, in and to the Site or the Service.
3.3. Feedback. To the extent you provide any suggestions, recommendations, or other feedback relating to the Site or the Service or any other mdhub products or services, (collectively, "Feedback"), such Feedback is non-confidential, and you hereby grant, and you represent and warrant that you have all rights necessary to grant, to us a non-exclusive, perpetual, irrevocable, transferable, royalty-free, and worldwide license, with the right to grant and authorize sublicenses, to implement, use, modify, and otherwise exploit, in any way without restriction, the Feedback, without any fees, attribution, or other obligations to you or any third party.
4. Privacy
We care about the privacy of our users. By using the Site or the Service, you understand and acknowledge that your personal information will be collected, used, and disclosed as set forth in our Privacy Notice.
5. Security Notice
We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
6. Third-Party Links, Information, and Services
The Site or the Service may contain links to third-party materials and services that are not owned or controlled by mdhub. Further, to use the Site or the Service, you may be required to register for third-party services and/or to otherwise enable various third-party services that may directly integrate with the Site or the Service (collectively, "Third-Party Services"). By enabling a Third-Party Service within the Site or the Service, you allow mdhub to pass your log-in credentials and/or other information (e.g., tokenized authentication information) to such Third-Party Service. mdhub does not endorse or assume any responsibility for any third-party sites, nor for any information, materials, products, or services (including, without limitation, Third-Party Services) available on or through third-party sites. If you access a third-party website or service (including, without limitation, a Third-Party Service) from the Site or the Service or share Your Content on or through any third-party website or service (including, without limitation, a Third-Party Service), you do so at your own risk, and you understand that these Terms and our Privacy Notice do not apply to your access to or use of such sites or services. You acknowledge and agree that the Third-Party Services may have different privacy policies, terms of use, user guides, and/or business practices (collectively, "Third-Party Rules") than us, and that your use of such Third-Party Sites is governed exclusively by the respective Third-Party Rules. You acknowledge that a Third-Party Service may revoke your right to access and/or authenticate to such Third-Party Service at any time. As such, mdhub is not liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any Third-Party Service. mdhub may enable Third-Party Services merely as a convenience to users, and the inclusion of Third-Party Services does not imply an endorsement or recommendation of them. You expressly relieve mdhub from any and all liability arising from your access to and/or use of any third-party website, service, or content, including, without limitation, content that may be submitted by other users.
Additionally, your dealings with or participation in promotions of advertisers that may be found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and any such advertisers or similar parties. You agree that mdhub will not be responsible for any loss or damage of any sort relating to your dealings with any such advertisers or similar parties.
7. Cooperation
If requested, you agree to diligently assist mdhub in responding to requests and inquiries with respect to your Content, and/or material or transactions associated with you, including, without limitation, by providing us with all information and assistance we may reasonably require, and/or responding promptly and accurately to any such requests and inquiries, should we connect between you and the inquirer.
8. Release and Indemnity
You hereby release mdhub from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third-party (including any other user) in connection with the Site or the Service. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY."
You agree to defend, indemnify, and hold harmless mdhub and its Suppliers, employees, contractors, agents, attorneys, accountants, officers, and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including, but not limited to, attorneys' fees) arising from: (a) your access to and use of the Site or the Service, including any data or content transmitted or received by you; (b) your violation of any term of these Terms, including, without limitation, your breach of any of the representations and warranties herein contained; (c) your violation of any third-party right, including, without limitation, any right of privacy or intellectual property right; (d) your violation of any Applicable Law; (e) Your Content or any other content that is submitted via your account, including, without limitation, misleading, false, or inaccurate information; (f) your willful misconduct; or (g) any other party's access to and/or use of the Site or the Service with your credentials. mdhub reserves the right, in its sole discretion and at its expense, to assume the exclusive defense and control of any such claims, in which case, you agree to cooperate as reasonably requested by mdhub in the defense of such claims.
9. No Warranty
THE SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE SITE AND THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE, THE SERVICE, THE MDHUB CONTENT, AND ANY OTHER INFORMATION AVAILABLE ON OR THROUGH THE SITE OR THE SERVICE ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MDHUB OR THROUGH THE SITE OR THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MDHUB AND ITS SUPPLIERS DO NOT WARRANT THAT THE MDHUB CONTENT OR ANY OTHER INFORMATION CONTAINED IN THE SITE OR THE SERVICE ARE ACCURATE, COMPREHENSIVE, RELIABLE, USEFUL, OR CORRECT; THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR APPLICABLE LAW; THAT THE SITE OR THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE SITE OR THE SERVICE WILL BE CORRECTED; OR THAT THE SITE OR THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR THE SERVICE IS DOWNLOADED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM(S) OR MOBILE DEVICE(S) OR FOR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR FROM YOUR USE OF THE SITE OR THE SERVICE. MDHUB IS NOT RESPONSIBLE FOR ANY DECISIONS, NOR FOR ANY DAMAGES OR OTHER LOSSES RESULTING FROM THE RELIANCE ON OR USE OF INFORMATION PROVIDED BY MDHUB AND/OR THROUGH THE SITE OR THE SERVICE. FURTHER, MDHUB DOES NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SITE OR THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND MDHUB WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS AND SERVICES. FEDERAL LAW AND SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MDHUB OR ITS SUPPLIERS, EMPLOYEES, CONTRACTORS, AGENTS, ATTORNEYS, ACCOUNTANTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SITE OR THE SERVICE, AND/OR TO THE MDHUB CONTENT OR ANY OTHER INFORMATION CONTAINED IN THE SITE OR THE SERVICE. UNDER NO CIRCUMSTANCES WILL MDHUB BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MDHUB ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR THE SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SERVERS RUNNING THE SITE OR THE SERVICE AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE OR THE SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY MDHUB CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SITE OR THE SERVICE; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT WILL MDHUB OR ITS SUPPLIERS, EMPLOYEES, CONTRACTORS, ATTORNEYS, ACCOUNTANTS, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO MDHUB HEREUNDER DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE LIABILITY AROSE OR $50.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MDHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver
11.1 Governing Law. These Terms will be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1-16) ("FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by Applicable Law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where you reside or the jurisdiction mutually agreed upon in writing by you and us. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of our intellectual property rights or other proprietary rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable.
11.2 Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and mdhub that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Site or the Service, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Site or the Service; or (d) any other aspect of your relationship or transactions with mdhub, directly or indirectly, as a consumer (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.
If you are a new user, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing mdhub at legal@mdhub.ai with your full legal name and stating your intent to opt-out of this Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or the courts in which any disputes must be brought.
For any Claim, you agree to first contact us at legal@mdhub.ai and to attempt to resolve the Claim with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, we each agree to resolve such Claim exclusively through binding arbitration by the American Arbitration Association ("AAA") before a single arbitrator (the "Arbitrator"), under the Expedited Procedures then in effect for AAA (the "Rules"), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you reside or San Francisco County, California, unless you and mdhub agree otherwise. You acknowledge and understand that, depending on the kind of user you are, either (i) each of you and us will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses, or (ii) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; the award rendered by the Arbitrator may include your costs of arbitration, your reasonable attorneys' fees, and your reasonable costs for expert and other witnesses; and you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. You and mdhub agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are, or any provision of these Terms is, unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.
Nothing in this Arbitration Agreement will be deemed as: preventing mdhub from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, intellectual property rights, or other proprietary rights; or preventing you from asserting claims in small claims court, provided that your claims qualify, and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, will be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, will have no impact on the remaining provisions of this Arbitration Agreement, which will remain in force, or on the parties' ability to compel arbitration of any remaining Claims on an individual basis pursuant to this Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver below is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement will be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief will be stayed pending the outcome of any individual claims in arbitration.
11.3 Class Action/Jury Trial Waiver. REGARDLESS OF THE TYPE OF USER YOU ARE, INCLUDING WHETHER YOU ARE A NATURAL PERSON OR AN ENTITY, ANY CLAIM MUST BE BROUGHT IN THE YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND MDHUB AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND MDHUB FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MDHUB ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.
12 California Residents.
The provider of services is set forth herein. If you are a California resident, in accordance with Cal. Civ. 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 it in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
13. General
13.1 Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by mdhub without restriction. Any attempted transfer or assignment in violation hereof will be null and void.
13.2 Notification Procedures and Changes to these Terms. mdhub may provide notifications, whether such notifications are required by Applicable Law or are for marketing or other business-related purposes, to you via email notice, or written or hard copy notice, or through posting of such notice on the mdhub Site, as determined by mdhub, in its sole discretion. mdhub reserves the right to determine the form and means of providing notifications to users, provided that you may opt out of certain means of notification as described in these Terms. mdhub is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. mdhub may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the ‘last modified’ date at the top of this page. Your continued use of the Site or the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of the terms of these Terms or to any future Terms of Service, do not access or use (or continue to access or use) the Site or the Service.
13.3 Entire Agreement/Severability. These Terms, together with any amendments and any additional agreements you may enter into with mdhub in connection with the Service, will constitute the entire agreement between you and mdhub concerning the Site or the Service. Except as otherwise stated in the Arbitration Agreement, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect.
13.4 No Waiver. No waiver of any term of these Terms will be deemed a further or continuing waiver
of such term or of any other term, and mdhub’s failure to assert any right or provision under these Terms
will not constitute a waiver of such right or provision.
13.5 Contact. Please contact us at legal@mdhub.ai with any questions regarding these Terms.