Effective October 2, 2018
MedText provides the registered users of the website www.medtextapp.com with certain services (“Services”). The MedText Terms of Service is the legal agreement (“Agreement”) between you and MedText governing your use of these Services. You or MedText may be referred to as a “Party” or the “Parties” in this Agreement. Please read this Agreement carefully before you start to use Medtext’s Services, as the terms of this Agreement will apply to your use of Medtext’s Services. We recommend that you print a copy of this Agreement for future reference and check this website frequently to remain up to date on future modifications or updates to this Agreement. MedText is willing to provide the Services to you on the condition that you accept all of the terms and conditions contained in this Agreement. By registering for, accessing or using MedText’s Services, you acknowledge that you have read, understood and agree to be bound by the terms of this Agreement. If you are unwilling to accept this Agreement, you are not authorized to use the Services.
Under this Agreement, MedText shall provide you with a limited, revocable, non-exclusive and nontransferable license to use Services subject to the terms and conditions contained in this Agreement for your internal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in this Agreement. Except for your pre-existing rights and this license granted to you, MedText retains all right, title and interest in and to our Services, including all related intellectual property rights. Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. By accessing and using the Services, you shall be deemed to have accepted the terms and conditions of this Agreement.
Subject to your compliance with the terms and conditions of this Agreement, MedText will provide the Services to you after you have successfully and voluntarily signed up to use MedText. The communication standards for the Services include, but are not limited to:
In order to use the Services, you must maintain an active account with a supported carrier of electronic communications through mobile devices (each, a “Carrier”). A list of currently supported carriers can be found in Section 9 of this Agreement.
You acknowledge that delivery of SMS messages and availability of web-based browsing is not guaranteed. You acknowledge that the Services may differ depending on the Carrier with whom you maintain an account and that Carrier’s ability to support the Services. MedText is not responsible for the act or omission of any Carrier, any limitations imposed by such Carrier, or such Carrier’s ability or inability to support the Services. In addition, MedText is not responsible for any limitations of the internet. In the event your Carrier fails to deliver any communication to MedText or a provider of any item or service in timely fashion, due to, but not limited to, mobile network failure or non-compatibility of your phone model with the Services, you acknowledge and agree that MedText shall not be liable for any loss or damage. In addition, and without limiting the foregoing, in no event will MedText be liable for any error by you in using the Services.
MedText reserves the right, in its sole discretion, to modify, suspend or discontinue the Services at any time, for any reason and without notice to Customer. MedText shall have no liability to you for any modification, suspension or discontinuation of the Services. If you object to any such modifications, your sole recourse shall be to cease using the Services. Continued use of the Services following any such modifications shall indicate your acceptance of the Services as so modified.
A. Fees. You agree to pay MedText the fees in accordance with the applicable service plan for use of the Services. Additional message and data rates may apply as charged by the applicable Carriers. Additional fees for additional Providers (as such term is defined in the applicable service plan) or services will apply.
B. Suspension for Non-Payment. In the event that you breach this Agreement by failing to make a payment by the due date, MedText may suspend your access to the Services immediately. MedText reserves the right, in its sole discretion, to reinstate access to the Service.
You shall not attempt, or authorize, encourage, or support others’ attempts, to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with the Services. You agree to advise MedText promptly of any such unauthorized use(s) or attempt(s). You acknowledge and agree that the Services are for your personal use only. You acknowledge and agree that you shall not copy, distribute, sell, resell, or exploit for any commercial purposes any portion of the Services, or any products accessible through the Services. MedText is not liable for any claims, actions, damages, or other liability incurred as a result of any unauthorized use of your account or the Services, and you agree to be fully liable for any such unauthorized access.
MedText may make changes to this Agreement from time to time. When we do, we will revise the "Effective" date given above and post the amended Agreement on www.medtextapp.com. It is your responsibility to review this Agreement frequently and to remain informed of any changes to it. The then-current version of this Agreement will supersede all earlier versions. If you object to any such changes, your sole recourse shall be to cease using the Services. Continued use of the Services following posting of any such changes shall indicate your acceptance of such changes and agreement to be bound by the revised Agreement, inclusive of such changes.
At present, MedText supports the following Carriers: Alltel, AT&T, Boost Mobile, Nextel, Sprint, T-Mobile, US Cellular, Virgin Mobile and Verizon Wireless.
MedText may, in its sole judgment, terminate the accounts of users who violate the intellectual property rights of others.
The MedText Software, name and logo are trademarks of MedText. All other trademarks that appear within the MedText Software service are trademarks of their respective owners. Partners of MedText may also have supplementary proprietary rights in the content that they offer through the service of the MedText Software. You may not change, publish, transmit, partake in the transfer or sale, create imitative works, or in any way exploit, any of the content, in whole or in part.
Software made available by MedText, including, but not limited to, any files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”) are licensed to you hereunder. MedText does not transfer title to the Software to you. You may not redistribute, sell, decompile, reverse engineer, disassemble, or in any other way reduce the Software to a human-readable form.
MedText may suspend your ability to use the Services or may terminate this Agreement effective immediately and without notice to you if MedText believes you have violated or acted inconsistently with the letter or the spirit of this Agreement. YOU AGREE THAT MEDTEXT SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES RESULTING FROM THE TERMINATION OF THIS AGREEMENT OR OF YOUR ACCESS TO THE SERVICES. You may discontinue your participation in and access to the Services at any time by delivering notice to MedText at email@example.com, or by calling MedText at 707-633-8398.
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MEDTEXT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT. MEDTEXT MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. MEDTEXT DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT ANY PRODUCTS YOU OBTAIN THROUGH USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND MEDTEXT MAKES NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES THROUGH THE SERVICES. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORTS AND RESULTS TO BE OBTAINED THROUGH THE USE OF THE SITES OR THE SERVICES IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MEDTEXT OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MEDTEXT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITES OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT THE TERMS OF THIS SECTION 13 REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY. THE AGGREGATE LIABILITY OF MEDTEXT TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITES OR THE SERVICES IS LIMITED TO ONE HUNDRED DOLLARS ($100). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
You shall indemnify, defend and hold harmless MedText and its owners, officers, directors, managers, employees, contractors, agents and representatives (each an “Indemnified Party”) from and against any and all claims, causes of action, lawsuits, proceedings, settlements, judgments, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and court costs) of every kind and nature imposed upon, incurred by or asserted against any Indemnified Party in any way arising out of or in connection with: (i) use of the Services by you or your employees, contractors or agents; or (ii) any inaccuracy in or breach of any representation, warranty, covenant or agreement of Customer contained in this Agreement. Your obligations under this Section 14 shall survive the termination of this Agreement for any reason.
A. Non-Disclosure. The Parties acknowledge that in the course of the performance of this Agreement certain information or data may be exchanged between the Parties that is confidential or proprietary to the other Party, or that a reasonable person in like circumstances would understand to be confidential or proprietary information of the disclosing Party. Accordingly, except as otherwise set forth herein, each Party agrees, both during the term of this Agreement and after at all times thereafter, to: (i) hold the other Party’s Confidential Information (as defined below) in strict confidence; (ii) not disclose the other Party’s Confidential information to any third party without the other Party’s prior written consent; or (iii) not to use, copy or otherwise benefit from the other Party’s Confidential Information.
B. Confidential Information. For purposes of this Agreement, “Confidential Information” shall include, without limitation, trade secrets, data, know-how, processes, designs, inventions, discoveries, studies, analyses, business plans, business models, business strategies, methods of operation, financial and tax information, budgets, investments, accounting methods, purchasing and pricing information, patient records and lists, charts, payor contracts and arrangements, organizational documents, personnel, referral sources, suppliers, compensation arrangements, policies and procedures, claims, pending litigation, investigations, settlements, and any other information concerning the business or the financial condition of the disclosing Party. Notwithstanding the foregoing, Confidential Information does not include information that: (A) is in the receiving Party’s possession at the time of disclosure; (B) is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; (C) becomes known publicly, before or after disclosure, other than as a result of the receiving Party’s improper action or inaction; or (D) is approved for release in writing by the disclosing Party.
C. Enforcement. In light of the sensitive and proprietary nature of the Confidential Information protected hereunder, the Parties acknowledge and agree that each Party shall be entitled to enforce its rights under this Section 15 by obtaining an injunction to enjoin and restrain the unauthorized disclosure and/or use of its Confidential Information by the other Party. This shall not limit either Party’s right to seek monetary damages, if applicable.
A. Entire Agreement. This Agreement together with the Exhibits attached hereto constitutes the complete and exclusive statement of the agreement among the Parties with respect to the subject matter hereof and shall supersede all prior written and oral statements, including any prior representation, statement, condition, or warranty, with respect to such subject matter. No agreements, promises, covenants, representations, warranties or indemnities have been made or relied upon by any of the Parties hereto, other than those that are expressly herein set forth.
B. No Waiver of Rights. No delay in the exercise of any right shall be deemed a waiver thereof, nor shall the waiver of a right or remedy in a particular instance constitute a waiver of such right or remedy generally.
C. Severability. If any provision of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable, then the validity and enforceability of the remainder of the Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified form, such provision shall then be enforceable.
D. Governing Law; Venue. All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any other jurisdiction. All judicial proceedings involving an issue of the interpretation or alleged breach of this Agreement shall be venued in the courts of the State of New Jersey.
E. Force Majeure. Except with respect to payment obligations, neither Party shall be liable nor deemed to be in default for any delay or failure in performance under the Agreement or other interruption of service deemed resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, failure of transportation, machinery or supplies, vandalism, strikes or other work interruptions beyond the reasonable control of either Party. However, both Parties shall make good faith efforts to perform under this Agreement in the event of any such circumstances.
F. Further Assurances. Each Party shall promptly and duly execute and deliver to the other such further documents, instruments and assurances and take such further actions as such other Party may reasonably request in order to carry out the intent and purpose of this Agreement and to establish and protect the rights and remedies created or intended to be created in favor of the requesting Party.
G. Use of Certain Terms. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the persons may require. The words “include” and “including” shall be deemed to be followed by the phrase “without limitation”; and the terms “hereof,” “herein” and “hereunder” and words of similar import shall be deemed to refer to this Agreement (or such other cross-referenced document) as a whole and not to any particular provision, unless the context clearly indicates otherwise.
H. Titles and Captions. All articles, section and paragraph titles and captions contained in this Agreement are for convenience only and are not deemed a part of the context hereof.