Effective Date: April 1, 2018

These Terms of Use (or “Terms”) are entered into by and between you (or “your” or “user”) and Med-IQ (“Med-IQ,” “we,” “us,” or “our”) and govern your access to and use of this Website (the “Website”). The terms “you,” “your,” and “user” mean you personally (the individual who reads and agrees to be bound by these Terms) and if you access or use the Website on behalf of a company or other entity or person, then such terms mean you and such company, entity or person collectively (in which case you further represent that you are authorized to accept these Terms on behalf of such company, entity or person).

Please read these Terms of Use carefully before accessing or using any part of our Website. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE, AS AMENDED FROM TIME TO TIME, AND OUR PRIVACY NOTICE, WHICH IS HEREBY INCORPORATED HEREIN. If you do not agree to these Terms of Use or our Privacy Notice, do not access or use any part of this Website.

Med-IQ reserves the right to change these Terms from time to time, as necessary, and will provide notice on this page of any such changes, including the date they became effective. You may access this page at any time through the “Terms of Use” link at the bottom of each page on this Website. Your continued use of the Website means that you accept and agree to be bound by the revised Terms of Use. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits.

1. Accessing the Website and Account Security

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

• Making all arrangements necessary for you to have access to the Website; and

• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

To access the Website 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 Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Notice, and you consent to all actions we take with respect to your information consistent with our Privacy Notice.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website 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 also agree to ensure that you exit from your account at the end of each session. You should use particular 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.

2. Use of the Website

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

• 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);

• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise;

• To transmit, or procure the sending of, any advertising or promotional material including any “junk mail”, “chain letter” or “spam” or any other similar solicitation;

• To impersonate or attempt to impersonate Med-IQ, a Med-IQ employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing); and

• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by us, may harm Med-IQ or users of the Website or expose them to liability.

Additionally, you agree not to:

• Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website;

• Use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website;

• Use any manual process to monitor or copy any of the material on the Website 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 Website;

• 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 Website, the server on which the Website is stored, or any server, computer or database connected to the Website;

• Attack the Website via a denial-of-service attack or a distributed denial-of-service attack; and

• Otherwise attempt to interfere with the proper working of the Website

3. Intellectual Property Rights

Except for information covered by our Privacy Notice, any communication or materials you transmit to or through the Website, including data, comments, questions, suggestions, ideas, concepts, know-how, techniques, or the like, shall become the property of Med-IQ. Med-IQ shall be free to use, disclose, reproduce, or distribute any such communications or materials without limitation of any kind.

All trademarks, logos, designs, slogans, and trade dress appearing on this Website, whether or not appearing in large print, italics, or with the trademark symbol, are owned by Med-IQ or its affiliate companies, or are used under license. This Website may also contain or reference patents, proprietary information, technologies, products, processes, or other proprietary rights of Med-IQ and/or other parties. No license to, or right in, any such trademarks, patents, trade secrets, technologies, products, processes, and other proprietary rights of Med-IQ and/or other parties is granted to, or conferred upon, you.

You may not, distribute, modify, transmit, reuse, repost, or use the content of the Website for public or commercial purposes, including the text, images, audio, or video, without the written permission of Med-IQ. You should assume that everything you see or read on this Website is copyrighted unless otherwise noted and may not be used, except as provided in the Terms of Use or in the text on the Website, without the written permission of Med-IQ. Med-IQ neither warrants nor represents that your use of materials displayed on the Website will not infringe rights of third parties not owned by, or affiliated with, Med-IQ.

4. Monitoring and Enforcement; Account Termination

Med-IQ reserves the right to:

• Remove or refuse to post any user content for any or no reason in our sole discretion;

• Take any action with respect to any user content that we deem necessary or appropriate in our sole discretion, including if we believe that such content violates these Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public or could create liability for Med-IQ;

• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy;

• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website; and

• Terminate or suspend your access to all or part of the Website for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS MED-IQ AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

5. Reliance on Information Posted

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

This Website may include content provided by third parties, including materials provided by other users, bloggers and 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 Med-IQ, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Med-IQ. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

6. Med-IQ Privacy Notice

On this Website, Med-IQ may collect, through registration processes or other means, personal information about you. Please refer to our Privacy Notice for details about how we use and protect your personal information. You are responsible for the accuracy of any personal information about you that you provide to Med-IQ through this Website.

7. Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER MED-IQ NOR ANY PERSON ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER MED-IQ NOR ANYONE ASSOCIATED WITH THE US REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

MED-IQ HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Limitation of Liability

IN NO EVENT WILL MED-IQ, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Indemnification

You agree to defend, indemnify and hold harmless Med-IQ, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Website, including, but not limited to, any use of the Website’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Website.

10. Governing Law and Jurisdiction

These Terms of Use shall be governed in all respects by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflicts of law principles. These Terms of Use, as they may be amended from time to time, completely and exclusively state the agreement between you and Med-IQ with respect to the Website, and no other terms that may have been communicated to you orally or in any other manner shall have any force or effect. ANY CAUSE OF ACTION YOU MAY HAVE WITH RESPECT TO THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SUCH CLAIM OR CAUSE OF ACTION IS BARRED. Exclusive jurisdiction over any cause of action arising out of these Terms of Use or your use of the Website shall be in the state or federal courts located in Commonwealth of Massachusetts. You agree to submit to the jurisdiction of such courts.

11. Waiver and Severability; Entire Agreement

No waiver by Med-IQ of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Med-IQ to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

The Terms of Use and our Privacy Notice constitute the sole and entire agreement between you and Med-IQ with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

12. Contact Information

If you have any questions or comments about these Terms of Use, please do not hesitate to contact us:

Phone: 866 858 7434
Email: privacy@Med-IQ.com
Postal Address: Med-IQ, Attn: Privacy, 5523 Research Park Drive, Suite 210, Baltimore, MD 21228