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VERSION 1.0
LAST REVISED ON JULY 19, 2022

THESE TERMS OF USE (“TERMS”) APPLY TO THE WEBSITE RUN BY IDRX, INC. (www.IDRX.com), CONTENT AND PRODUCTS AND ANY INTERACTIVE FEATURES THAT POST A LINK TO THIS THESE TERMS OF USE (THE “SITE”). WE REFER TO ALL THE ABOVE AS OUR “SERVICES.” BY ACCESSING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ THESE TERMS AND IDRX’S PRIVACY POLICY AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY SERVICES. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS. YOU MAY NOT ACCESS OR USE THE SERVICES IF YOU ARE NOT AT LEAST 18 YEARS OLD.

SUPPLEMENTAL TERMS AND CONDITIONS OR DOCUMENTS THAT MAY BE POSTED ON THE WEBSITE FROM TIME TO TIME ARE HEREBY EXPRESSLY INCORPORATED HEREIN BY REFERENCE. WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO MAKE CHANGES OR MODIFICATIONS TO THESE TERMS AT ANY TIME AND FOR ANY REASON. WE WILL ALERT YOU ABOUT ANY CHANGES BY UPDATING THE “LAST UPDATED” DATE OF THESE TERMS, AND YOU WAIVE ANY RIGHT TO RECEIVE SPECIFIC NOTICE OF EACH SUCH CHANGE. IT IS YOUR RESPONSIBILITY TO PERIODICALLY REVIEW THESE TERMS OF USE TO STAY INFORMED OF UPDATES. YOU WILL BE SUBJECT TO AND WILL BE DEEMED TO HAVE BEEN MADE AWARE OF AND TO HAVE ACCEPTED, THE CHANGES IN ANY REVISED TERMS BY YOUR CONTINUED USE OF THE SERVICES AFTER THE DATE SUCH REVISED TERMS ARE POSTED.

MEDICAL WEBSITE DISCLAIMER

THE SITE IS NOT INTENDED TO BE CONSIDERED TO BE A MEDICAL WEBSITE OR A SUBSTITUTE FOR PROFESSIONAL ADVICE. ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES IS NOT INTENDED TO BE, AND SHOULD NOT BE RELIED UPON OR CONSTRUED AS, THE PRACTICE OF PROFESSIONAL HEALTHCARE OR MEDICAL ADVICE OR THE PROVISION OF MEDICAL CARE.

UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SITE. NOTHING ON THIS SITE HAS BEEN REVIEWED BY THE FDA AND IS NOT INTENDED TO REPLACE THE ADVICE OF A LICENSED MEDICAL PROFESSIONAL. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE. PLEASE SEEK THE ADVICE OF MEDICAL PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT. NEVER DISREGARD PROFESSIONAL ADVICE, INCLUDING MEDICAL ADVICE, OR DELAY IN SEEKING IT, BECAUSE OF SOMETHING YOU HAVE READ ON THIS SITE.

LICENSE AND INTELLECTUAL PROPERTY RIGHTS

License. This Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We may own the Content or portions of the Content may be made available to us through arrangements that we have with third parties. The Content is protected by United States and foreign intellectual property laws. IDRX grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license and right to use the Services, Site and Content solely for your own informational purposes subject to these Terms.

Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any Content displayed on the Services) must be retained on all copies thereof. If you are in breach of this section, IDRX may suspend Services if and to the extent necessary to mitigate or avoid imminent damage, in addition to any other rights and remedies IDRX may have at law or in equity.

Modification. IDRX reserves the right, at any time, to modify, suspend, or discontinue the Services (in whole or in part) with or without notice to you. You agree that IDRX will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services or any part thereof.

Ownership. Excluding any User Content (defined below that you may provide), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Services and its Content are owned by IDRX or IDRX’s suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth above. IDRX reserves all rights not granted in these Terms. There are no implied licenses granted under these Terms.

Acceptable Use Policy.

The following terms constitute our “Acceptable Use Policy”:

a) You agree not to use the Services to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions. “User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in postings).

b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Services to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; or (vi) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services 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, subject to the parameters set forth in our robots.txt file).

Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content and/or reporting you to law enforcement authorities. Intellectual Property. As between the parties, IDRX will and does retain all proprietary and intellectual property rights, title and interest (including, without limitation, all intellectual property rights) in and to the Services and the Marks.

Feedback. If You provide IDRX with any feedback on anything you see on the Site, you hereby assign to IDRX all rights in such feedback and agrees that IDRX shall have the right to use and fully exploit such feedback and related information in any manner it deems appropriate. IDRX will treat any feedback you provide to IDRX as non-confidential and non-proprietary. You agree that you will not submit to IDRX any information or ideas that you consider to be confidential or proprietary.

THIRD PARTY WEBSITES AND CONTENT AND OFFERINGS

No responsibility for Third-Party Websites. The Site may contain links to Third-Party Websites as well as Third-Party Content. Such Third-Party Websites and Third-Party Content and Third Party Offerings are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If You decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, You do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site.

"Third-Party Content" means articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties. “Third-Party Offerings” means any third-party products, applications, websites, that the Site links to, or that interoperate with or are used in conjunction with the Site. "Third-Party Websites" means a website operated by a third party not affiliated with IDRX.

MODIFICATION. IDRX reserves the right, but not the obligation, to: (1) monitor the Services for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; and (3) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

DISCLAIMERS

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND IDRX (AND OUR SUPPLIERS) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH EVENT, THE IMPLIED WARRANTY WILL BE DEEMED TO BE EXCLUDED TO THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IDRX (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND ANY INFORMAITON CONTAINED THEREIN IS AT YOUR OWN DISCRETION AND RISK.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS TERMS OF USE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO $1 DOLLAR. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH EVENT, THE LIMITATION OF LIABILITY WILL BE DEEMED TO BE THE MAXIMUM AMOUNT ALLOWED UNDER SUCH LAW.

INDEMNIFICATION

You agree to defend, indemnify, and hold IDRX harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Services; (2) breach of these Terms; and (3) your violation of the rights of a third party, including but not limited to intellectual property rights; Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

TERM AND TERMINATION

Subject to this Section, these Terms will remain in full force and effect while You use the Services. We may suspend or terminate your rights to use the Services at any time for any reason at our sole discretion, including for any violation of these Terms. IDRX will not have any liability whatsoever to you for any termination of your rights under these Terms. The Parties understand and agree that all terms and conditions of these Terms that require continued performance, compliance, or effect beyond the termination date of these Terms shall survive such termination date and shall be enforceable in the event of a failure to perform or comply.

Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States of America, without regards to conflict of law principles.

Arbitration Agreement. ALL DISPUTES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND IDRX, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND IDRX AND YOU EACH HEREBY WAIVE THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at www.adr.org/aaa/faces/rules/searchrules/rulesdetail?doc=ADRSTG_004130) as amended by these Terms of Use. Any arbitration hearing will be held in Boston, Massachusetts. The applicable governing law will be as set forth above (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Copyright Policy. IDRX respects the intellectual property of others and asks that users of our Services do the same. In connection with our Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Services, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

  1. your physical or electronic signature;
  2. identification of the copyrighted work(s) that you claim to have been infringed;
  3. identification of the material on our services that you claim is infringing and that you request us to remove;
  4. sufficient information to permit us to locate such material;
  5. your address, telephone number, and e-mail address;
  6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
  7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for IDRX is:
Legal Department
IDRX, Inc.
52A Court Street
Plymouth, MA 02360
Email: info@idrx.com

Export. 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 IDRX, or any products utilizing such data, in violation of the United States export laws or regulations.

Disclosures. IDRX is located at the address set forth below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product 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.

U.S. Government Restricted Rights. The Site, Services and Content are provided with “RESTRICTED RIGHTS.” Use, duplication, or disclosure by the Government is subject to the restrictions contained in 48 CFR 52.227-19 and 48 CFR 252.227-7013 et seq. or its successor. Use of the Site or Content by the Government constitutes acknowledgement of our proprietary rights in the Site and Content.

Electronic Communications. The communications between You and IDRX use electronic means, whether You use the Services or send us emails, or whether IDRX posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from IDRX in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that IDRX provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Entire Terms. These Terms constitute the entire agreement between You and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to IDRX is that of an independent contractor, and neither Party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without IDRX’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. law. We may assign any or all of our rights and obligations to others at any time. The terms and conditions set forth in these Terms shall be binding upon assignees.

Copyright/Trademark Information. Copyright © 2022 IDRX, 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.

Contact information:

IDRX, Inc.
52A Court Street
Plymouth, MA 02360
Attn: Legal
Email: info@idrx.com