Introduction

The website located at vitalxchange.com (the “Website”) is published, owned, and operated by Vitalxchange, Incorporated, its affiliates and related entities (the Company, “we,” “us,” and “our”). These Terms of Use are an agreement between you and the Company and governs your access and use of the Website. By accessing, browsing, submitting information to and/or using the Website, you agree and acknowledge on your own behalf (referred to throughout the Terms as “you”) that you have read, understand and agree to be bound by these Terms and to comply with all applicable laws including, without limitation, all federal, state and local tax and tariff laws, regulations, and/or directives. If you do not agree to the Terms, please do not use the Website.

Purpose of the Platform

The Company provides the Website and Application (collectively, the “Platform”) to curate an individual’s own matched information, products, and services related to their health care related interests.  The Platform is provided solely for informational purposes and the purposes of enabling communication between you, the Company, and other authorized users and third parties. We do not warrant the accuracy, completeness, or usefulness of this information at any particular time.  Any reliance you place on such information is strictly at your own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such Content by you or any other visitor to our Platform, or by anyone who may be informed of any of its Contents. Any information you provide or is collected by the Company through the Platform shall be handled in accordance with the Company’s Website Privacy Policy, which is hereby incorporated by reference.

Use of the Platform

The Company grants you a non-exclusive right to access and use the Platform and the data, material, content or information herein (collectively, the “Content”) solely for your personal use. Your right to access and use the Platform shall be limited to non-commercial purposes unless you are otherwise expressly authorized by the Company to use the Platform for commercial purposes. You agree to use the Platform only for lawful purposes, comply with all rules governing any transactions on and through the Platform and comply with applicable laws.

User Account Responsibility

If you are given or create a password to access the Application (the “Application”), you are responsible for maintaining the confidentiality of your new account and your password.  You are responsible for all activities that occur under your account and you agree to notify Company immediately of any unauthorized use of your account.  The Company is not responsible for any loss that you may incur as a result of any unauthorized person using your account or your password.

Not for Medical Care

The Platform is not a place for the practice of Medicine.  No formal medical diagnosis, treatment, or prescriptions are allowed on the Platform. All information provided on the Platform or in connection with any communications supported by Vitalxchange, including but not limited to communications with Vitalxchange paid experts, is intended to be for informational purposes only, and is no way intended to create a physician-patient relationship as defined by state and federal law.  The Company is not a substitute for professional medical diagnosis or treatment; and reliance on any information provided on the Platform or by Vitalxchange paid experts is solely at your own risk.

The connections to other members and information are intended to support the health decisions and choices that you make. These decisions and choices are yours, and we believe that you are the best decision maker about your health and that these decisions should be made in connection with the advice you receive within a formal doctor-patient relationship.

Users should carefully evaluate the accuracy, currency, completeness and relevance of the material on the Platform for their purposes. The Company does not guarantee that the information is or will be complete, accurate, error-free, useful for a certain purpose or available at any particular time.

Never use Vitalxchange in a potential or actual medical emergency.

Member Guidelines

The following guidelines are to be adhered to by every member of the Vitalxchange Platform:

• Engaging in a kind, respectful and appropriate manner
• Not engaging in commercial use, promotion, or solicitation
• Informing us when you see something questionable
• Respecting the privacy of others on the Application
• Not posting inappropriate or lewd content
• Not threatening, stalking, or harassing
• Not compromising the security and privacy of the Application
• Not collecting, processing, or mining information shared on the Application
• Complying with local, state, and federal laws

HIPPA

While much of the information you provide through the Platform may be health related, or indeed provided to you by a healthcare provider or other entity regulated by the Health Insurance Portability and Accountability Act (“HIPAA”), the information you personally directly provide on the Platform is not Protected Health Information and therefore is not subject to HIPAA or its protections. Any data provided by covered entities to Vitalxchange on your behalf complies with HIPAA requirements. 

Monitoring and Moderation: Termination and Restriction of Access

On the Vitalxchange Platform, any Content that is flagged or reported as abusing our Terms of Use is sent to Vitalxchange personnel. Vitalxchange personnel actively moderate Content on our Platform. The Company, in its sole discretion, may terminate, suspend, or restrict your access to the Platform for breach of these Terms of Use. The Company may take legal action against you or disclosing such information to law enforcement authorities as we reasonably feel is necessary. The Company shall not be liable for any losses or damages arising from such termination of service.

The Company reserves the right in its sole discretion to edit, delete, modify, suspend or discontinue any information, Content, material, feature, aspect, product or service comprising, or available through, this Platform at any time.  The Company shall not be liable for any losses or damages resulting from the exercise of this moderation.

Compliance with Law

Visitors to this Website are solely responsible for compliance with all laws, rules and regulations, federal, state, local, or foreign, applicable to the use of this Website and the information, Content, material and services contained herein.  The Company intends and has designed this Platform for users 18 years of age and older and does not authorize use by anyone younger than 18.

Code of Conduct

The following represent a code of conduct for using the Platform:

• You agree to use this Platform only for lawful purposes.
• You agree to use this Platform only for its intended purposes.
• The Company reserves the right to prohibit any conduct involving this Platform that it deems to be inappropriate.
• You agree not to disrupt this Platform, such as by using any device, software or routine that interferes with this Platform’s proper functioning.
• You agree not to interfere with or compromise the security of this Platform.
• You agree not to disrupt or interfere with any other user’s use of this Platform.
• You agree not to collect, record, process or mine information about other users.
• You agree not to solicit personal information about children, or to submit or transmit, pornography or salacious or licentious information, material or Content.
• You agree not to send bulk e-mails, surveys or other mass messages or to engage in keyword spamming.
• You agree not to threaten, stalk, harm, or harass others, or promote bigotry or discrimination.
• You agree not to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature.
• You agree not to decompile, disassemble or reverse-engineer any part of this Platform in order to identify, acquire, copy or emulate any source code or object code.
• You agree that you are solely responsible for any actions you undertake, and for the text, images, photos, and all other forms of data or communication that you submit or transmit while using this Platform. 
• You agree that you will comply with all applicable local, state, federal and international laws, rules and regulations applicable to this Platform and the Internet, including United States copyright laws and export restrictions.
• You agree not to promote a business or any other commercial enterprise or event, or otherwise use this Platform for commercial purposes, except as expressly permitted by Vitalxchange.
• You acknowledge that, once published, your Content cannot always be withdrawn.
• You assume all risks associated with your Content, including anyone’s reliance on its quality, accuracy or reliability, or any disclosure by you of information in your Content that enables readers to recognize you.
• You represent that you own or have permission to use and authorize the use of your Content on this Platform.
• You represent and warrant that all information that you provide to gain access to the services provided by this Platform is accurate and truthful.  Please note that you may expose yourself to liability if, for example, your Content contains materials that is false, misleading, or defamatory, or that violates a third party’s rights, such as copyright, patent, trademark, trade secret, moral right, rights of privacy or of publicity, or any other intellectual property or proprietary right, or contains material that is unlawful (such as hate speech or pornography), exploits or otherwise harms children, or violates or advocates the violation of any statute or regulation.
• By using this Platform, you irrevocably grant Vitalxchange the worldwide, non-exclusive, royalty-free, sub-licensable, and transferable right to use, copy, perform or display on our Platform, distribute, modify, translate, and create derivative works of your Content for any purpose. 
• We reserve the right to remove, screen, edit, reinstate or otherwise regulate your Content from time to time at our sole discretion, without notice to you, for any reason or no reason.  We disclaim all obligations to keep or provide you copies of your Content. 
• We have the right but not the obligation to regulate your Content and any other Content on the Platform and to enforce these Terms of Use at any time. 
• We limit access to this Platform solely for legitimate purposes to access the information provided by Vitalxchange.  Any access or attempt to gain access to other areas of the Vitalxchange computer system or other information contained on the system, or any of Vitalxchange’s computers, servers, accounts, networks, data, software or other hardware, for any purposes, whether or not associated with this Platform, is strictly prohibited.  You may not use any information contained on this Vitalxchange other than in connection with a legitimate business purpose.

Copyright.  Trademarks and Intellectual Property

The Company owns and retains or licensed all copyrights in the Content (including, without limitation, any computer source code, object code, html code or other code comprising this Platform). Except as specifically permitted by the Company, the Platform or Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivatives. The Company grants you permission to display or download our Content for your personal use only.

The permission granted herein terminates automatically if you breach these Terms of Use.  Upon termination of such permission, you must immediately and permanently delete and destroy any of our Content you displayed, copied, distributed, printed or downloaded. You acknowledge and agree that you are solely responsible for complying with the applicable restrictions on use of any and all Content and trademarks that you see, hear, and use on the Platform. You understand that any unauthorized use of such intellectual property would result in irreparable injury to the Company or other owner for which money damages would be inadequate and in such event the Company or the owner will have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief to prevent any such unauthorized use. 

Vitalxchange and the Platform’s domain name are service marks, trade names, service marks, or otherwise protected property of the Company and may not be used, copied or imitated without the prior written consent of Vitalxchange.

Other trademarks, trade names, company names, service marks and otherwise protected property displayed on this Platform are the property of their respective owners and are subject to the terms and conditions applied by those owners to their intellectual property. 

Third-Party Content

We may display information, Content and material supplied by members and other third parties on the Platform. Other than monitoring the Content and material as disclosed in these Terms, Vitalxchange maintains no editorial control over this information, Content and material.  The information, Content and material supplied by visitors and other third parties belong to the respective owners thereof.

The Company does not control any third-party content and does not guarantee the accuracy, completeness, usefulness or existence of any content supplied by visitors or third parties, and shall not, under any circumstances, be liable for any loss, damage or harm caused by your or anyone else’s reliance on content available on this Platform supplied by third parties.  You are solely responsible for evaluating and acting on any content available on this Platform supplied by third parties. The Company is providing this Content to you only as a convenience, and the inclusion of any link does not imply endorsement by Company of the site or any association with its operators.  You are responsible for viewing and abiding by the privacy policies and Terms of Use posted on the third-party sites.  You are solely responsible for any dealings with third parties who support the Company or are identified in the Platform, including the delivery of and payment for goods and services.

Third-Party Applications Disclaimer

You acknowledge that your access and use of any third-party applications or software on our Platform (the “Third Party Applications”) is at your discretion and risk, and Company has no liability to you arising out of or in connection with your use of the Third Party Applications.  Company hereby disclaims any representation, warranty, or guaranty regarding the Third Party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty, or guaranty regarding the availability, quality, reliability, features, appropriateness, accuracy, completeness, or legality of the Third Party Applications, and you agree to indemnify and hold Vitalxchange harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including, without limitation, damages for loss of use, arising out of or in any way connected with the use or performance of the Third Party Applications.

Indemnification

You agree to indemnify, defend and hold Vitalxchange and its members, directors, officers, employees, agents and affiliates (collectively, “affiliated parties”) harmless from any damages, liability, losses, claims and expenses, including reasonable attorneys’ fees, related to any of your Content, your use of this Platform, your interaction with any other users, persons or organizations, or your violation of these Terms of Use.  This indemnification obligation includes the payment of any attorney fees and costs incurred by any affiliated parties.

Account, Password, and Non-Transferability of Access

If you visit or use our Application, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer or mobile device, and you agree to accept responsibility for anything that happens under your account or password.  You may not transfer your right to use the Application or any password or right given to you to obtain access to the Application.  You acknowledge that Vitalxchange is not responsible for third-party access to your account that results from theft or misappropriation of your account.  We reserve the right to refuse or cancel service, terminate accounts and remove or edit Content in our sole discretion.

Arbitration: Venue and Jurisdication

Arbitration.  At its sole discretion, the Company may require you to submit any disputes arising from use of the Platform or breach of these Terms of Use, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio law.  By using the Platform, you hereby consent to submission of any dispute to be final and binding arbitration.

Venue and Jurisdiction.  Should arbitration not be exercised by the Company, all claims relating to this Platform, to the use of this Platform, and to the information, Content material and services available through this Platform remain governed by the laws of the State of Ohio. You hereby unconditionally, voluntarily and irrevocably consent to the exclusive jurisdiction and venue of the courts of general jurisdiction in Cuyahoga County, Ohio, in any claim or dispute concerning, relating to, or arising from this Platform and any information received from or through this Platform.  You agree not to plead forum non conveniens in any such action and you consent to service of process.

Limitation on Time to File Claims

Any cause of action or claim you may have arising out of or relating to these Terms of Use or the Platform must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

Disclaimers

ALL INFORMATION OR SERVICES PROVIDED BY COMPANY TO YOU VIA THE PLATFORM, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY AND ITS THIRD PARTY LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, COMPANY AND ITS THIRD PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE PLATFORM OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE PLATFORM. YOU SPECIFICALLY ACKNOWLEDGE THAT COMPANY AND ITS THIRD PARTY LICENSORS ARE NOT LIABLE FOR THE DEFAMATORY, OBSCENE OR UNLAWFUL CONDUCT OF OTHER THIRD PARTIES OR USERS OF THE PLATFORM AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. NEITHER COMPANY NOR ANY OF ITS THIRD PARTY LICENSORS REPRESENT, WARRANT OR COVENANT THAT THE PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE. COMPANY FURTHER MAKES NO WARRANTY THAT THE PLATFORM WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THAT COMPANY, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE PLATFORM OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST COMPANY FOR DISSATISFACTION WITH THE PLATFORM OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM AND/OR THE CONTENT.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL COMPANY OR ANY OF ITS THIRD PARTY LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF INFORMATION OR PROGRAMS ON YOUR DATA HANDLING SYSTEM, TRANSACTION LOSSES, OPPORTUNITY COSTS, INTERRUPTION OF BUSINESS OR COSTS OF PROCURING SUBSTITUTE GOODS) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATING TO THE PLATFORM, OR THE CONTENT, DATA, CONTENT OR INFORMATION ACCESSED VIA THE PLATFORM OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE PLATFORM, REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, AND REGARDLESS OF WHETHER OR NOT SUCH DAMAGES WERE FORESEEN, UNFORESEEN OR FORESEEABLE, EVEN IF COMPANY OR ITS THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY ACCESSING THE PLATFORM SUBJECT TO THESE TERMS OF USE, YOU UNDERSTAND THAT YOU ARE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR 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 MUST MATERIALLY AFFECT HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Change of Terms

These Terms of Use supersede any prior and contemporaneous agreements, representations, warranties and understandings with respect to the Platform, our Content or your Content.  The Company may update or change these Terms of use from time to time in order to reflect changes in any offered services, changes in the law, or for other reasons as deemed necessary by the Company. The effective date of any Terms of Use will be reflected in the “Last Revised” entry at the bottom of these Terms.  Your continued use of the Platform after any such change is communicated shall constitute your consent to such change.

International Terms

We control, operate and administer this Platform from our office in the United States.  If you access the Platform from outside the United States, you are responsible for compliance with the laws of any applicable jurisdiction.  You agree that you will not access the Platform or use our Content in any manner that is restricted by any applicable statutes or regulations.

Severability

If any part of these Terms of Use are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms of Use shall continue in effect. 

Equitable Relief

You acknowledge that any breach or threatened breach of these Terms of Use will cause irreparable harm to Vitalxchange such that Vitalxchange shall be entitled to immediate equitable relief as well as any applicable damage remedies.

No Waiver

The failure to enforce any provision of these Terms of Use shall not be deemed a waiver of such provision or of the right to enforce such provision.

General

You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Company as a result of these Terms of Use or use of the Platform.  You may not assign these Terms of Use without the prior written consent of the Company in all instances.  The Company may assign these Terms of Use, in whole or in part, at any time.  The Company’s performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms of Use is in derogation of the Company’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Platform or information provided to or gathered by the Company with respect to such use. 

These Terms of Use, including the Privacy Policy and all other documents expressly incorporated herein by reference, constitute the entire agreement between you and the Company with respect to the Platform, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company. A printed version of these Terms of Use and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. 

Contact Information

If you have any questions, concerns or complaints regarding our Terms of Use, please contact our Legal Officer at:

By email:

legal@vitalxchange.com

By mail:

Legal Officer

Vitalxchange, Inc.

4283 Eagle Point

North Royalton, OH 44133

By phone:

216.505.4119

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Terms of Use Effective Date: September 30, 2022