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Terms of Service

TERMS OF USE

Updated 12/15/2020

Acceptance of the Terms of Use

These terms of use (the “Terms of Use”) constitute a legal binding agreement between you and MedRx, Inc. regarding its products and services, including, but not limited to HearingBI.com (collectively referred to herein as “MedRx”).

About MedRx Products and Services

MedRx Kiosk – a tablet-based hearing screening product. MedRx Kiosk is not a medical device.

MedRx Studio – diagnostic software suite for MedRx hardware.

HearingBI.com – a web analytics tool designed to collect and store data from the MedRx Products. HearingBI is not a medical device.

Collectively referred to herein as “MedRx Products and Services”.

The following Terms of Use, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of HearingBI.com, including any content, functionality and services offered on or through MedRx Products and Services, whether as a guest or a registered user (collectively referred to herein as “User”). Please read the Terms of Use and our Privacy Policy at https://hearingbi.com/privacy-policy/ carefully before you start to use the MedRx Products and Services. By using the Site or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use. If you do not want to agree to these Terms of Use, you must not access or use the MedRx Products and Services. By using this MedRx Products and Services, you represent and warrant that you are of legal age to form a binding contract with MedRx.

MedRx reserves the right to update and revise these Terms and Conditions at any time. MedRx will make sure to also change the “Effective Date” at the top of this page so you can tell if these Terms have changed since your last visit. Please review these Terms regularly because once we post any changes, your continued use of the MedRx Products and Services constitutes your acceptance of the revised Terms.

If you are in the European Union, the terms of our Data Processing Addendum will also apply to your use of the MedRx Products and Services. If you are in the United States, Business Associate Addendum are available for the MedRx Products and Services, contact 888.392.1234 for more information. The Privacy Statement, Data Processing Addendum, Business Associate Agreement, and Terms of Service are incorporated for reference.

Accessing and Using the MedRx Products and Services

Access

MedRx reserves the right to withdraw or amend this MedRx Products and Services, and any service or material we provide on the MedRx Products and Services, in its sole discretion without notice. MedRx will not be liable if for any reason all or any part of the MedRx Products and Services is unavailable at any time or for any period. From time to time, MedRx may restrict access to some parts of the MedRx Products and Services, or the entire MedRx Products and Services, to all or specific Users. To access the MedRx Products and Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the MedRx Products and Services that all the information you provide on the MedRx Products and Services is correct, current and complete. Your MedRx Products and Services username, password or any other piece of information as part of MedRx security procedures, must remain confidential, and you must not disclose it to any other person or entity.

The MedRx Products and Services and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by MedRx, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the MedRx Products and Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our MedRx Products and Services, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.

As a User:

  • You acknowledge that Your account is personal to you and agree not to provide any other person with access to this MedRx Products and Services or portions of it using your user name, password or other security information.
  • You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.
  • You must ensure that all persons who access the MedRx Products and Services through your internet connection are aware of these Terms of Use and comply with them.
  • Unless requested by MedRx as part of trouble or feedback, you agree and confirm that you will not screenshot, or take any copy of any portion of the MedRx Products and Services or its entire contents, features and functionality, including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof, any access point or any other portion of the MedRx Products and Services that you see on your computer screen, or device.
  • You also agree to ensure that you exit from your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to view or record Your password or other personal information.

YOU ACKNOWLEDGE THAT A VIOLATION OF ANY OF THESE PROVISIONS OR ANY USE OF THE MEDRX PRODUCTS AND SERVICES NOT EXPRESSLY PERMITTED BY THESE TERMS OF USE IS A BREACH OF THIS TERMS OF USE, AND MAY VIOLATE COPYRIGHT, TRADEMARK AND OTHER LAWS. YOUR BREACH OF THESE PROVISION WOULD CAUSE IRREPUTABLE HARM TO MEDRX AND WOULD BE IMPOSSIBLE OR VERY DIFFICULT TO ACCURATELY ESTIMATE, AND THAT THE LIQUIDATED DAMAGES IN THE AMOUNT OF $100,000, ARE A REASONABLE ESTIMATE OF THE ANTICIPATED OR ACTUAL HARM THAT MIGHT ARISE FROM A BREACH.

Prohibited Uses

You may use the MedRx Products and Services only for lawful purposes and in accordance with these Terms of Use. You agree not to use the MedRx Products and Services:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • To impersonate or attempt to impersonate MedRx, a MedRx employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the MedRx Products and Services, or which, as determined by us, may harm MedRx or Users or expose them to liability.

Additionally, you agree not to:

  • Use the MedRx Products and Services in any manner that could disable, overburden, damage, or impair the MedRx Products and Services or interfere with any other party’s use of the MedRx Products and Services, including their ability to engage in real time activities through the MedRx Products and Services.
  • Use any robot, spider or other automatic device, process or means to access the MedRx Products and Services for any purpose, including monitoring or copying any of the material on the MedRx Products and Services.
  • Use any manual process to monitor or copy any of the material on the MedRx Products and Services or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the MedRx Products and Services.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the MedRx Products and Services, the server on which the MedRx Products and Services is stored, or any server, computer or database connected to the MedRx Products and Services.
  • Attack the MedRx Products and Services via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the MedRx Products and Services.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person or misrepresent your identity or affiliation with any person or organization.
Reliance on Information Posted

The information presented on or through the MedRx Products and Services is made available solely for general information purposes. MedRx does not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. MedRx disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the MedRx Products and Services, or by anyone who may be informed of any of its contents.

This MedRx Products and Services includes content provided by third parties, including materials provided by other users, third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by MedRx, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of MedRx. MedRx is not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Links from the Portal

If the MedRx Products and Services contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. MedRx has no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party links on the MedRx Products and Services, you do so entirely at your own risk and subject to the terms and conditions of use for such sites.

MedRx Products and Services Access

You may not do any of the following while accessing or using the MedRx Products and Services:

  • take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on MedRx’s or its third-party providers’ infrastructure;
  • interfere or attempt to interfere with the proper working of the MedRx Products and Services or any activities conducted on the MedRx Products and Services;
  • bypass, circumvent, or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the MedRx Products and Services, including without limitation other accounts, computer systems or networks connected to the Services;
  • run any form of auto-responder or “spam” on the MedRx Products and Services;
  • otherwise take any action in violation of the Terms of Use or the Privacy Policy; or
  • violate any applicable laws or regulations.
Privacy

Privacy Policy

All information we collect on the MedRx Products and Services is subject to MedRx’s Privacy Policy and applicable Data Processing Agreement. By using the MedRx Products and Services, you consent to all actions taken by MedRx with respect to your information in compliance with the Privacy Policy and applicable Data Processing Agreement.

MedRx collects data you input into the MedRx Products and Services and data derived from your access to and use of the MedRx Products and Services (“Data”). MedRx uses Data to: (i) understand how users access and use the MedRx Products and Services; (ii) understand the results generated by users’ use of the MedRx Products and Services; (iii) evaluate how the MedRx Products and Services performs; (iv) perform analyses of the Data, including but not limited to, analysis of geographic data, demographic data, the number of hearing tests conducted, the number of hearing impairments found, and to identify trends in audiological data; (v) determine how to make improvements to the MedRx Products and Services and to develop new capabilities; (vi) investigate reported bugs in the MedRx Products and Services and identify users who may be affected by such bugs; and, (vii) provide users, whether through MedRx itself or an affiliate, with additional information hearing solutions based on their results.

You agree that MedRx: (i) may collect, compile, and modify Data; (ii) may offer you personalized suggestions based on your Data; (iii) may combine your Data with Data of other customers; and, (iv) has a royalty-free, worldwide, irrevocable, perpetual right and license to use the Data for the purposes set out in these Terms.

Intellectual Property

All of the content that appears on the MedRx Products and Services, including without limitation all designs, illustrations, icons, photographs, video clips and written materials, as well as the compilation of the website, services, and other materials, are the exclusive property of MedRx or our licensors and is protected by United States and international copyright laws. All trademarks, service marks, and trade names that appear on the MedRx Products and Services and the overall “look and feel” of the MedRx Products and Services (collectively the “Marks”) are proprietary to MedRx, or the respective owners of such Marks. You may not display, reproduce, or otherwise use the content or materials on the MedRx Products and Services, including the Marks, without first receiving written consent from MedRx. You may not remove or otherwise modify any legal or trademark notices from any content we make available through the MedRx Products and Services. Scraping the MedRx Products and Services or using other automated or manual means to take MedRx content without our prior consent is expressly prohibited. Any unauthorized use of any content or materials on the MedRx Products and Services is strictly prohibited and violates copyright, trademark, and/or other intellectual property laws, and/or the laws of privacy, publicity, and/or communications regulations and statutes. MedRx does not own User Data. User Data is governed by the “User Content” section below.

User Content

License You Grant to MedRx

Occasionally, you may see areas on the Services where you can post information or communicate with MedRx or other Users. You will keep all ownership or license rights in your User Content (as defined below), including the right to grant additional licenses to your User Content. There are no restrictions on your ownership and license rights in your User Content unless you otherwise agree in writing, however, when you provide User Content to MedRx, it needs to be able to do certain things with it as described below.

When you submit, distribute, transmit, or post any communications or any other material to MedRx (“User Content”), you give us a right and license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User Content in any and all media formats or distribution channels. you agree that this license includes the right for MedRx to use your User Content to provide, promote, and improve the MedRx Products and Services. You agree that this license is irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid, and royalty-free. Please note that we may use User Content without compensation of any kind to you, including if we use User Content for advertising or promotional purposes. You also agree that if your User Content contains any ideas, concepts, know-how, or techniques, MedRx can use the User Content and anything it contains for any purpose including, but not limited to, developing, and marketing products. All User Content is subject to MedRx’s Privacy Policy and applicable Data Processing Agreement. By using the MedRx Products and Services, you consent to all actions taken by MedRx with respect to your information in compliance with the Privacy Policy and applicable Data Processing Agreement.

In addition to giving MedRx a license, you also give each User of the MedRx Products and Services an irrevocable, non-exclusive, perpetual, worldwide, transferable, sublicensable, fully paid, and royalty-free right and license to access your User Content through the MedRx Products and Services and to use, edit, modify, publish, reproduce, distribute, prepare derivative works of, display, perform, adapt, and promote such submissions, including after any termination of your access to the MedRx Products and Services.

Representations About Content You Submit

When you submit User Content, you represent and warrant that:

  • You hold all necessary right, title, and license to such materials (in other words, you own it or have the right to give it to MedRx);
  • Your submission of such materials to MedRx does not and will not violate or infringe the rights of any third-parties, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights (you didn’t take it from someone else without permission); and
  • all User Content you provide is accurate, complete, up-to-date, and not misleading.

In addition, any User Content must not

  • include any profanity or obscene, indecent, or pornographic material;
  • contain any unauthorized or unsolicited advertising, such as spam (no one likes spam);
  • contain software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of ours or of any third party;
  • impersonate any person or entity; or
  • include anyone’s identification documents or sensitive financial information.

You agree to hold MedRx harmless from any claims and expenses, including reasonable attorney’s fees and court costs, related to your violation of these terms and conditions, including any content placed on the MedRx Products and Services by you.
All third-party content and User Content is treated in accordance with the Privacy Policy and the terms of the applicable Data Processing Agreement.

Third-Party Content and User Content

You may see a lot of different content on the MedRx Products and Services. Some of this content will come from other Users or sources outside of MedRx. All content, including User Content and third-party content, is the responsibility of the party that creates it. MedRx does not control or endorse any User Content or third-party content, and MedRx makes no claims or representations regarding any content it did not create. MedRx may provide links to third-party sites or resources, but these links do not mean MedRx endorses or has any associations with the third parties. Please note that any third-party moderators, forum managers, or hosts on the MedRx Products and Services are not authorized as MedRx spokespersons, and their views do not necessarily reflect those of MedRx.

If any damage or loss results from your use of, reliance on, or any other connection between you and any content that any third party makes available, you acknowledge and agree that MedRx is not responsible or liable, directly or indirectly. When you access third-party resources on the Internet, you do so at your own risk.

MedRx may review third-party content on the MedRx Products and Services, but it does not have an obligation to do so. MedRx reserves the right to review, remove, block, or modify any content on the MedRx Products and Services, including third-party and User Content, without notice or further obligation to you.

MedRx takes no responsibility related to third-party content, User Content, or any actions resulting from your use of any part of the MedRx Products and Services. MedRx will have no liability in connection with any content submitted to, transmitted via, or displayed or posted on or through the MedRx Products and Services, regardless of whether MedRx or another party provides it.

All third-party content and User Content is treated in accordance with the Privacy Policy and the terms of the applicable Data Processing Agreement.

WARRANTY DISCLAIMER AND RELEASE

You understand and agree that MedRx has no control over, and no duty to take any action regarding:

  • which Users access the MedRx Products and Services;
  • what content you access via the MedRx Products and Services;
  • what effects the content may have on you;
  • how you may interpret or use the content; or
  • what actions you may take as a result of your exposure to the content.

You release MedRx from all liability related to you acquiring or not acquiring content through the MedRx Products and Services. The MedRx Products and Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. MedRx makes no representations concerning any content contained in or accessed through the MedRx Products and Services, and MedRx will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the MedRx Products and Services. Your interactions with organizations and/or individuals found on or through the MedRx Products and Services, including payment and delivery of goods or services from third-parties or affiliates, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such organizations and/or individuals.

THE MEDRX PRODUCTS AND SERVICES IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDRX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE MEDRX PRODUCTS AND SERVICES OR ANY CONTENT ON THE MEDRX PRODUCTS AND SERVICES, WHETHER PROVIDED OR OWNED BY MEDRX OR BY ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN ADDITION, MEDRX DOES NOT REPRESENT OR WARRANT THAT THE CONTENT ACCESSIBLE VIA THE MEDRX PRODUCTS AND SERVICES IS ACCURATE, COMPLETE, AVAILABLE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OF USING THE MEDRX PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MEDRX OR ANYONE REPRESENTING MEDRX BE LIABLE TO YOU UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR (A) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER RESULTING FROM: (I) YOUR ACCESS TO, USE OF, OR RELIANCE ON ANY CONTENT PROVIDED THROUGH THE MEDRX PRODUCTS AND SERVICES OR ANY ERRORS OR OMISSIONS IN ANY CONTENT; (II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE MEDRX PRODUCTS AND SERVICES OR MEDRX’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY (REGARDLESS OF THE SOURCE OF ORIGINATION) OR (B) ANY DIRECT DAMAGES IN EXCESS OF $50.00.

THESE LIMITATIONS APPLY REGARDLESS OF LEGAL THEORY, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Miscellaneous
Governing Law and Jurisdiction

All matters relating to the MedRx Products and Services and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the MedRx Products and Services shall be instituted exclusively in the federal courts of the United States or the courts of the State of New Jersey. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Term and Termination

These Terms of Use will continue until terminated or amended by MedRx. MedRx reserves the right to terminate your license to use the MedRx Products and Services or block or prevent your access to the MedRx Products and Services, without providing you with notice or reason. In the event of termination, your obligations under these Terms will continue.

Severability

If it turns out that any part of these Terms are invalid, void, or for any reason unenforceable, that term will be deemed severable and limited or eliminated to the minimum extent necessary. The limitation or elimination of the term will not affect any other terms.

Entire Agreement

These Terms constitute the entire agreement between you and MedRx and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written with respect to the MedRx Products and Services. Any rights not expressly granted herein are reserved.

Force Majeure

MedRx takes our commitment to customers seriously, however, sometimes things may come up that are outside of our control. We will not be liable for any failure to perform any of our obligations stated in these Terms of Use if the failure results from a cause beyond our reasonable control, including—without limitation—mechanical, electronic or communications failure or degradation.

Assignment

You cannot assign, transfer or sublicense these Terms without first obtaining MedRx’s consent. MedRx may assign, transfer, or delegate any of its rights and obligations without consent. These Terms of Use do not create any agency, partnership, joint venture, or employment relationship, and neither party has any authority to bind the other in any respect.

No Waiver

If MedRx does not enforce any part of these Terms of Use, it does not mean it gives up the right to later enforce that or any other part of these Terms of Use. In order for any waiver of compliance with these Terms to be binding, MedRx must provide you with written notice of such waiver through one of our authorized representatives.

Headings

The section and paragraph headings in these Terms of Use are for convenience only and do not affect their interpretation.

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