Terms of Use

Effective Date: February 12th, 2021

These Terms of Use (these “Terms”) are a legally binding agreement between (a) you, the user (“User,” “you,” “your”); and (b) Medvantx (doing business as Vytal) (“Medvantx,” “we,” “us,” “our”). These Terms govern your use of and access to the Medvantx E-Commerce solutions through the websites, the mobile apps and any other templates, products, applications, tools, services and features that Medvantx owns or controls (today or in the future) (collectively, the “Services”), including through our websites www.medvantx.com and www.vytal.care and our mobile applications (collectively, the “Site”).

ACCEPTANCE OF THESE TERMS. Please read these Terms carefully. YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THE SITE AND THE SERVICES. BY ENTERING, ACCESSING, BROWSING, SUBMITTING INFORMATION TO, OR OTHERWISE USING THE SITE AND THE SERVICES, YOU ACKNOWLEDGE AND AGREE TO THE THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SITE OR THE SERVICES. By accessing or using the Site and the Services, you are acknowledging that you have read, understand, and agree, without limitation or qualification, to be bound by these Terms, which include an ARBITRATION PROVISION, CLASS ACTION WAIVER, and our Privacy PolicyCookie Policy, which are incorporated into these Terms by reference. If you are using the Services or the Site for or on behalf of an organization, you are agreeing to these Terms on behalf of that organization, and you represent and warrant that you can do so. If you do not agree to these Terms, you may not use or access the Services or the Site.

CHANGES TO THESE TERMS. As we improve the Services or the Site, we may need to update these Terms. The revised version of the Terms will be effective immediately upon posting. You should frequently review these Terms because your continued use of the Services and the Site after posting of a revised version signifies your consent.

CREATING ACCOUNTS. To use many of the Services, you must first create an account (“Account”). You agree to provide us with accurate, complete and at all times up to date information for your Accounts. You are responsible for safeguarding your Account and making sure unauthorized users do not gain access to your Account, passwords and other authentication credentials (collectively, “passwords“). You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your passwords. We are not liable for any acts or omissions by you or anyone else in connection with your Account. You must immediately notify us if you know or have any reason to suspect that your Account or passwords have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.

YOUR CONTENT. The sites you create or publish using the Services (“Your Sites”) and the content you upload to Your Sites, including without limitation text, photos, images, audio, video, fonts, logos, stickers, code and any other materials (“User Content“) is yours and you still own it. You do, however, give us permission to use it in ways necessary to provide, improve, promote and protect the Services. For example, when you upload a photo, you give us the right to save it and display it on your site or story at your direction. We also may promote or feature your site or story, but you can opt out if you do not want us to do that.

YOUR LICENSE TO US. When you provide User Content via the Services, you grant Medvantx (including our third party hosting providers acting on our behalf) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services.

FEATURING YOUR SITE. We may choose to feature Your Sites or names, trademarks, service marks or logos included on Your Sites. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Sites, or any portion of Your Sites, including without limitation names, trademarks, service marks or logos on Your Sites, for the limited purpose of Medvantx marketing and promotional activities. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Sites or names, trademarks, service marks or logos on Your Sites and any right of inspection or approval of any such use. You can opt out of being featured by contacting opt-out@vytal.care .

YOUR RESPONSIBILITIES

  • Only Use Content You Are Allowed To Use. You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in these Terms. If we use your User Content in the ways described in these Terms, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others’ intellectual property, trade secret or other rights. You agree not to copy, upload, download or share content unless you have the right to do so.
  • Follow The Law. You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions.
  • Share Responsibly. The Services let you share User Content, so please think carefully about your User Content. We are not responsible for what you share via the Services.
  • Your Sites And Your End Users Are Your Responsibility. Your Sites may have their own visitors, customers and users (“End Users”). You understand and agree that (a) Your Sites and your End Users are your responsibility; (b) you are solely responsible for providing products, services and support to your End Users; and (c) you are solely responsible for compliance with any laws or regulations related to Your Sites and/or your End Users. We are not liable for, and will not provide you with any legal advice regarding Your Sites or your End Users.
  • HIPAA. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, such as Health Insurance Portability and Accountability Act (“HIPAA”), you will be solely responsible for such compliance.
  • California Consumer Privacy Act. You acknowledge and agree that Medvantx is a “Service Provider” under the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq. and its legally binding implementing regulations with respect to any of your End Users’ personal information on Your Sites. Medvantx certifies that it will not sell, retain, use, or disclose, your End Users’ personal information on Your Sites for purposes other than performing the Services, or as otherwise permitted by Service Providers under the CCPA. Notwithstanding the foregoing, you agree that in accordance with the CCPA, Medvantx may use your End Users’ personal information on Your Sites internally to (a) build and improve the quality of the Services, or (b) for the purposes of detecting data security incidents or protecting against fraudulent or illegal activity. This includes IP addresses, preferences, web pages visited prior to coming to Your Sites, information about browser, network or device (such as browser type and version, operating system, internet service provider, preference settings, unique device IDs and language and other regional settings), and information about how End Users interact with your or another company’s website (such as timestamps, clicks, scrolling, browsing times and load times).

THIRD PARTY SERVICES AND SITES.

  • Third Party Services. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make their content, products or services available to you. Examples of Third Party Services include certain domain name registration services, social media platforms, eCommerce payment processors and other integrations or extensions, stock images and email service subscriptions for sale via the Services and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We do not control Third Party Services, and we are not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. When using Third Party Services, your security is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses, or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).
  • Third Party Sites. The Services may contain links to third party sites. When you access third party sites, you do so at your own risk. We do not control and aren’t liable for those sites and what those third parties do.
  • User Content. By operating the Services, we do not represent or imply that we endorse your or other users’ User Content, or that we believe such User Content to be accurate, useful, lawful or non-harmful. We are not a publisher of, and we are not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You are responsible for taking precautions to protect yourself, your Accounts, and your computer or network, from User Content accessed via the Services.
  • Extensions. The Services may include extensions or plug-ins (“Extensions”) which enable you to access and connect certain Third Party Services to Your Sites. You decide (not us) to connect, enable or use such Third Party Services. We are not a party to, and we are not liable for, the Third Party Services connected to Your Sites via Medvantx Extensions or otherwise. The relationship for these Third Party Services is strictly between you and the applicable third party, and your use of such Third Party Services is governed by the applicable third party terms and policies. Any information that a Third Party Service collects, stores and processes from you or Your Sites will be subject to such Third Party Service’s terms of service, privacy notice, or similar terms, and will not be subject to our Privacy Policy or these Terms. Therefore, please evaluate and ensure you trust a Third Party Service prior to connecting Your Site to its services. The inclusion of any Extensions in the Services shall not be deemed an endorsement, certification, affiliation, partnership or warranty of the Third Party Services by Medvantx. The Third Party Services are solely responsible for providing all support, maintenance and technical assistance to you with respect to their services (including their interoperation with Your Sites).

PAID SERVICES AND FEES.

  • Fees. You can create an Account by submitting a fee payment (such services, “Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with these Terms. We will tell you about fees for Paid Services before charging you. You may cancel Paid Services at any time. If you do not pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services, and we will tell you about those fees before charging you. Our fees will appear on an invoice that we provide to you in the method you select (e.g., email). Please note that different Paid Services have different fees and payment schedules, and canceling one Paid Service may not cancel all your Paid Services.
  • Taxes. All fees are exclusive of applicable national, provincial, state, local or other taxes (“Taxes”), unless explicitly stated otherwise. You are responsible for all applicable Taxes, and we will charge Taxes in addition to the fees for the Services when required to do so. If you are exempt from Taxes, you must provide us with valid tax exemption documentation. We reserve the right to determine if the documentation provided is valid. Tax exemption will only apply from and after the date we receive such documentation. If Medvantx has a legal obligation to pay or collect indirect Taxes (such as value-added tax or goods and services tax) on the sale to you under the laws of your country (where you are established, have a permanent address or usually reside), you shall be liable for payment of any such indirect Taxes. Where Medvantx does not have a legal obligation to pay or collect indirect Taxes on a sale of Paid Services to you, you may be required to self-assess those Taxes under the applicable laws of your country (where you are established, have a permanent address or usually reside).
  • Automatic Subscription Renewals. To ensure uninterrupted service, we will automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period until cancellation. Your renewal period will be equal in time or amount to the renewal period of your current subscription. For example, if you are on a monthly subscription plan, each billable renewal period will be for one (1) month. We will automatically charge you the applicable amount using the payment method you have on file with us and by agreeing to these Terms, you authorize us to do this. We will let you know in advance if you are purchasing a Paid Service that includes auto-renewal payments.
  • Refunds. While you may cancel any Paid Services at any time, we will not issue a refund except in our sole discretion, or if legally required. Some of the Paid Services offer a free trial so you can try out your subscription. Please note applicable statutory rights of cancellation may not result in a refund, as we do not charge for this trial period.
  • Fee Changes. We may change our fees at any time. We will provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don’t agree with the fee changes, you have the right to reject the change by canceling the applicable Paid Service before your next payment date.
  • Chargebacks. If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. If you have questions about a payment made to us, we encourage you to contact Customer Care before filing a Chargeback. We reserve our right to dispute any Chargeback.
  • Our Payment Processor. We use third party payment processors (each, a “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Terms. Except for payments made through mobile app stores, our current Payment Processor is Trust Commerce, and your payments are processed by Trust Commerce in accordance with Trust Commerce’s terms of service and privacy policy. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.
  • Fees For Third Party Services. Third Party Services purchased via the Services may be subject to different refund or other policies that those Third Party Services determine, and such Third Party Services may be non-refundable. The purchase terms and conditions for such Third Party Services may be displayed during the purchase process, such as through a link to the purchase terms and conditions. It is your sole responsibility to verify your ability to purchase, cancel or obtain a refund for a Third Party Service. We do not offer refunds for purchases of Third Party Services.

TERM AND TERMINATION. These Terms will remain in effect until terminated by either you or us. You may terminate these Terms at any time by sending an email to us at information@medvantx.com. We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the Services if you are violating these Terms. We will endeavor to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of these Terms that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of these Terms: Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Disclaimer, Dispute Resolution and Miscellaneous.

DISPUTE RESOLUTION.

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR RIGHTS.

YOU AGREE THAT BY USING THE SITE AND THE SERVICES, YOU AND MEDVANTX ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AND MEDVANTX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

You and Medvantx agree that any and all claims and disputes arising from or relating in any way to the subject matter of these Terms, your use of the Site, or your and Medvantx’s dealings with one another shall be finally settled and resolved through BINDING INDIVIDUAL ARBITRATION as described in this section. This agreement to arbitrate is intended to be interpreted broadly. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (“AAA”), as modified by this section. The arbitration will be conducted by Judicial Arbiter Group, Inc. (“JAG”) using one arbitrator with substantial experience in resolving commercial contract disputes, who shall be selected from the appropriate list of JAG arbitrators in accordance with the Arbitration Rules and Procedures of JAG. If JAG is unable or unwilling to arbitrate a dispute, then the dispute may be referred to any other arbitration organization or arbitrator that you and Medvantx both agree upon in writing or that is appointed pursuant to section 5 of the Federal Arbitration Act. For any claim where the total amount of the award sought is $10,000 or less, the arbitrator, you, and Medvantx must abide by the following rules: (a) the arbitration shall be conducted solely based on telephone or online appearances and/or written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the AAA rules, and the hearing (if any) must take place in Denver, Colorado. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction, or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be.

There is no judge or jury in arbitration. Arbitration procedures are simpler and more limited than rules applicable in court and review by a court is limited. Neither you nor Medvantx will be able to have a court or jury trial or participate in a class action or class arbitration. You and Medvantx each understand and agree that by agreeing to resolve any dispute through individual arbitration, YOU AND MEDVANTX ARE EACH WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION OR ANY SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS, YOUR USE OF THE SITE, OR YOUR AND OUR DEALINGS WITH ONE ANOTHER MUST BE COMMENCED IN ARBITRATION WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT ONE (1)-YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

You and we agree that all challenges to the validity and applicability of the arbitration provision—i.e. whether a particular claim or dispute is subject to arbitration—shall be determined by the arbitrator. Notwithstanding any provision in these terms to the contrary, if the class-action waiver above is deemed invalid or unenforceable, neither you nor we are entitled to arbitration. If the arbitration provision in this section is found unenforceable or to not apply for a given dispute, then the proceeding must be brought exclusively in the state courts of competent jurisdiction located in Denver County, Colorado or the United States District Court for the District of Colorado located in Denver, Colorado, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms. This arbitration agreement will survive termination of your use of the Site and your relationship with Medvantx. This arbitration agreement involves interstate commerce and, therefore, shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), and not by state law. Information on AAA and how to start arbitration can be found at www.adr.org or by calling 800-778-7879.

If you wish to opt-out of the agreement to arbitrate, within 45 days of when you first use the Site or the Services, you must send MEDVANTX a letter stating “Request to Opt-Out of Agreement to Arbitrate” at the following address: opt-out@vytal.care . In the event you opt out of the arbitration provision, you agree to litigate exclusively in the state courts of competent jurisdiction located in Denver County, Colorado or the United States District Court for the District of Colorado located in Denver, Colorado, as appropriate, and you agree to submit to the personal jurisdiction of each of these courts for the purpose of litigating such claims or disputes, and you still waive your right to a jury trial, waive your right to initiate or proceed in a class or collective action, and remain bound by any and all limitations on liability and damages included in these Terms.

LINKED SITES. For your convenience, certain hyperlinks may be provided on the Site or in the Services that link to other Web sites which are not under our control. We do not endorse or sponsor such Web sites and we are not responsible for the availability, accuracy, content, or any other aspect of such Web sites. We disclaim all liability for such Web sites, for all access to and use thereof, and for use of the links to such Web sites. We also disclaim all liability, and make no representations or warranties, with respect to any the Services or services made available, sold, or provided to you by any third-party. Your use of other Web sites, and any purchases of services, volunteering of time or services, or making of charitable contributions through other Web sites, is subject to the terms and conditions of such other Web sites. You agree that you will bring no suit or claim against Medvantx arising from or based upon any such use of other Web sites. Hyperlinks to other Web sites that are provided on the Site or in the Services do not imply that: (a) Medvantx is affiliated or associated with any linked sites; (b) Medvantx is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any linked site is authorized to use any trademark, trade name, logo, or copyright symbol of Medvantx.

LINKS TO THE SITE. Without our express, prior, written permission, you shall not: (a) “frame” the Site or the Services or otherwise cause the Site or the Services to appear in a window with any other material that does not constitute User Content; (b) cause the hyperlink to the Site, or the Site or the Services, to be displayed in any way that is disparaging to Medvantx or any entity that is affiliated or associated with Medvantx; or (c) otherwise imply or state that any type of relationship or special arrangements exist with Medvantx and any other entity; (d) use any tradename, trademark, or brand name of Medvantx in metatags, keywords and/or hidden text, including for the purpose of affiliate marketing.

DISCLAIMER. Although we strive to make the Site, the Services and the features, materials, information and services provided through the Site reasonably helpful, useful, reliable and current, you understand and agree that your access to and use of the Site, the Services and all features, materials, information and services available through the Site and Medvantx are at your own initiative and risk. We do not promise, covenant, represent, warrant, or guarantee that you or any other user of the Site or the Services will obtain any particular or tangible result or goal through the use of the Site or the Services, or obtain any other product or service in connection with use of the Site or the Services. It is solely your responsibility to take appropriate precautions to ensure that any information, materials, or anything else that you submit to or through the Site or to Medvantx in any other way, or that you access, use, download, or otherwise obtain on or through the Site or by or through Medvantx, are: (a) up-to-date, accurate, complete, reliable, truthful and suitable to and appropriate for the purpose for which they are intended; and (b) free of viruses and other disabling devices and destructive routines.

THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR GUARANTIES, EXPRESS OR IMPLIED. WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT, OR COVENANT THAT THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE OR THROUGH MEDVANTX ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU, YOUR ORGANIZATION, OR ANY THIRD-PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES AVAILABLE ON OR THROUGH THE SITE AND THROUGH COMPANY ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS.

LIMITATION OF LIABILITY. IN NO EVENT SHALL MEDVANTX, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, OR ANY OTHER THIRD-PARTY FOR ANY LOSS, COST, DAMAGE, OR OTHER INJURY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH: (A) THE USE OF, OR RELIANCE ON, THE SITE AND THE SERVICES, AND ALL FEATURES, MATERIALS, INFORMATION AND SERVICES ACCESSIBLE ON OR THROUGH THE SITE OR OTHERWISE MADE AVAILABLE BY MEDVANTX, INCLUDING ANY THE SERVICES; (B) THE USE, COPYING, OR DISPLAY OF THE SITE OR THE SERVICES OR THE TRANSMISSION OF INFORMATION TO OR FROM THE SITE OVER THE INTERNET; (C) OUR PERFORMANCE OF, OR FAILURE TO PERFORM, ITS OBLIGATIONS IN CONNECTION WITH THESE TERMS; (D) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOU, YOUR ORGANIZATION, OTHER USERS OF THE SITE, OR OTHER THIRD-PARTIES, INCLUDING, BUT NOT LIMITED TO, ANY NOT-FOR-PROFIT ORGANIZATIONS; (E) YOUR PURCHASE AND USE OF ANY GOODS OR SERVICES PROVIDED BY THIRD-PARTIES; OR (F) THE AVAILABILITY, RELIABILITY, ACCURACY, TIMELINESS, OR QUALITY OF THE SITE OR THE SERVICES. UNDER NO CIRCUMSTANCES SHALL MEDVANTX, ITS CONTRACTORS, SUPPLIERS CONTENT-PROVIDERS AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS OF EACH OF THE FOREGOING, BE LIABLE TO YOU, YOUR ORGANIZATION, ANY NOT-FOR-PROFIT ENTITY, OR ANY OTHER THIRD-PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION AND CLAIMS OF THIRD-PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (A) THROUGH (F) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL OF MEDVANTX, EVEN IF MEDVANTX WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE LIABILITY OF MEDVANTX, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, AND OTHER SIMILAR ENTITIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING ANY OF THE FOREGOING, IF MEDVANTX, ITS CONTRACTORS, SUPPLIERS, CONTENT-PROVIDERS, OR OTHER SIMILAR ENTITIES, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD-PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS, THE SITE OR THE SERVICES, MEDVANTX AND SUCH PARTIES’ CUMULATIVE, AGGREGATE AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED $100. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY, DISCLAIMERS AND EXCLUSIVE REMEDIES SPECIFIED HEREIN WILL SURVIVE EVEN IF FOUND TO HAVE FAILED IN THEIR ESSENTIAL PURPOSE.

SPECIAL NOTICE TO CALIFORNIA AND NEW JERSEY RESIDENTS. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “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 HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

BY USING THE SITE AND THE SERVICES, YOU: (A) ASSUME ALL RISK OF LOSSES OR DAMAGES RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SITE OR THE SERVICES; (B) IRREVOCABLY WAIVE ALL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT MAY OCCUR AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES; (C) EXPRESSLY AGREE TO RELEASE AND DISCHARGE MEDVANTX, AND ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION RESULTING, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE SITE AND THE SERVICES; AND (D) YOU VOLUNTARILY WAIVE ANY RIGHT THAT YOU MAY OTHERWISE HAVE TO BRING A LEGAL ACTION AGAINST MEDVANTX FOR LOSSES OR DAMAGES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHER LEGAL THEORY, INCLUDING ANY CLAIM BASED ON ALLEGED NEGLIGENCE ON THE PART OF MEDVANTX AND ITS AGENTS AND EMPLOYEES. YOU UNDERSTAND AND ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS “WAIVER AND RELEASE” AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY.

INDEMNIFICATION. You agree to indemnify, defend and hold harmless Medvantx, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, licensors, and partners from any and all claims, losses, liabilities, demands, damages, costs, or expenses (including reasonable attorneys’ fees), arising from or asserted by any third party relating in any way to (a) your use of the Site or the Services, or any other feature, product, service or promotion offered to you by Medvantx; (b) any claim of infringement of third party intellectual property rights; (c) uploading, posting, emailing, reproducing, transmitting or otherwise distributing any content or other materials by you; or (d) the breach of any of these Terms by you or any users of your account with Medvantx. Medvantx reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, which shall not excuse your indemnity obligations.

MISCELLANEOUS. These Terms, the Privacy Policy and the Cookie Policy (as each may be revised and amended at any time and from time to time) collectively constitute the entire agreement with respect to your access to and use of the Site, the Services and any other features, materials, information or other services available on or through the Site or through Medvantx. Our electronically or otherwise properly stored copy of these Terms shall be deemed to be the true, complete, valid, authentic and enforceable copy of these Terms, and you agree that you shall not contest the admissibility or enforceability of our copy of these Terms in connection with any action or proceeding arising out of or relating to these Terms. Except as expressly provided for herein, these Terms do not confer any rights, remedies, or benefits upon any person other than you and Medvantx may assign its rights and duties under these Terms at any time to any third-party without notice. You may not assign these Terms without our prior written consent. These Terms shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. Should any provision of these Terms be held to be void, invalid, unenforceable, or illegal by a proper legal authority, the validity and enforceability of the other provisions hereof shall not be affected. You are responsible for complying with any and all laws of the jurisdiction from which you are accessing the Site and any other jurisdiction whose laws apply to you or your actions. You agree that you will not access or use the Site, the Services, or any other services, features, information or materials on the Site in violation of the aforementioned laws or these Terms.

QUESTIONS REGARDING THE SITE, THE SERVICES OR THESE TERMS. Please contact us with any questions regarding the Site, the Services or these Terms by e-mail information@medvantx.com.

ACKNOWLEDGEMENT. BY USING AND ACCESSING THE SITE AND THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, THE PRIVACY POLICY AND THE COOKIE POLICY REFERENCED HEREIN.