TERMS & CONDITIONS
Last Updated: October 1, 2020
By using the Websites and/or the Platforms, you expressly agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you should immediately cease all use of and access to all of the Websites and Platforms. Please print a copy of these Terms and Conditions for your records.
EMDEE makes certain telehealth related information available to you and/or facilitates your access to telemedicine and expert medical services (“EMDEE Services”). EMDEE utilizes (i) various publicly available websites, and (ii) various web-based and mobile applications that require you to create an account in order to use an EMDEE Service (collectively, “Websites” and/or “Platforms”).
Modifications to these terms and conditions
EMDEE may in its sole discretion, without prior notice to you, revise these Terms and Conditions at any time. Should these Terms and Conditions change materially, EMDEE will update the Effective Date noted above and post a notice regarding the updated Terms and Conditions on the Websites. The amended Terms and Conditions will also appear when the Platforms are accessed by you and you will need to acknowledge your agreement to the amended Terms and Conditions prior to being able to continue to use the Platforms. If you do not agree to the terms of the amended Terms and Conditions, your sole and exclusive remedy is to discontinue your use of the Websites and Platforms. Amended Terms and Conditions will be effective as of the first use of the Platforms after the Amended Terms and Conditions are posted, unless otherwise stated. By accessing or using the Websites and the Platforms after such changes are posted you agree and consent to all such changes.
Eligibility to Use the Service
By requesting to use, registering to use, and/or using the EMDEE Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms and Conditions and you commit to abide by all of the terms and conditions hereof. You also represent and warrant that you meet the following eligibility criteria:
EMDEE Services are available only to individuals who are eighteen (18) years of age or older.
The EMDEE Services are currently available only to individuals who are legal residents of the United States or the territory of Puerto Rico. If you reside outside the United States or Puerto Rico, do not register to use the EMDEE Services.
You must not use the EMDEE Services for reasons that are in competition with EMDEE.
Access to the platforms
You may access and use the Platforms via remote access connectivity. EMDEE grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to use the Platforms in accordance with these Terms and Conditions (and any other applicable agreements between you and EMDEE).
In order to use the Platforms, you will be asked to register an account and create login information, including, without limitation, username and passwords. You agree that the information you provide in connection with your registration is truthful and accurate and will be kept up to date by you. With respect to such registration, we may refuse to grant you access to and the use of the Websites or Platforms for any reason including your provision of inaccurate or untruthful information in connection with your registration for an account and the use of a user name or email address that belongs to or is already being used by another person, may be construed as impersonating another person, violates the intellectual property or other rights of any person, or is offensive.
Upon registration, you will need to provide us with an email address. We will use email to send you important updates about the Websites and Platforms as well as notifications when information and documents are added that you need to be aware of to use the EMDEE Services. EMDEE will also use your email address to send general information about the EMDEE Services. You must safeguard your login information that you use to access the Platforms and you must not disclose this information to anyone. You must immediately notify EMDEE of any unauthorized use of your user account or of any other breach of security that you become aware of involving and relating to the Platforms by email to firstname.lastname@example.org.
You are responsible for (i) controlling the dissemination and use of activation codes and passwords; (ii) authorizing, monitoring, and controlling access to and use of your user ID and password; and (iii) promptly informing EMDEE of any need to deactivate a password. You also agree to promptly notify EMDEE of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to this Site by emailing EMDEE at email@example.com. In addition, you agree to exit from your secure account at the end of each session. EMDEE explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section.
You are solely responsible for obtaining and maintaining such hardware and software necessary to allow you to access the Websites and Platforms, including any upgrades, patches or other fixes as may be necessary from time to time. To the extent that we post recommendations for software and hardware necessary to access the Websites and Platforms and their features, you agree that these are recommendations only and may or may not allow you to access the Websites and Platforms depending on a multitude of factors beyond our control.
EMDEE’s role; No Medical Advice
EMDEE is not a medical provider, an insurance provider, or a prescription fulfillment warehouse. EMDEE’s role is limited to making certain telehealth related information available to you and/or facilitating your access to telemedicine and medical services. EMDEE is independent from healthcare providers who will be providing such telemedicine services to you through the Websites and Platforms and is not responsible for such healthcare providers’ acts, omissions or for any content of the communications made by them. EMDEE does not engage in the practice of medicine or provide any other health services.
IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, YOU SHOULD DIAL “911” IMMEDIATELY.
EMDEE Services are not for medical emergencies or urgent situations. You should not disregard or delay to seek medical advice based on anything that appears or does not appear on the Websites or Platforms. If you believe you have an emergency, call 9-1-1 immediately. If you are experiencing suicidal or self-harm thoughts or tendencies, you should immediately call the National Suicide Hotline at 1-800-273-8255.
Your representations and warranties
By registering on the Platforms, you represent, warrant and agree that: (i) the information you have provided to EMDEE in your registration is accurate and complete, (ii) you will comply with any and all laws applicable to your use of the Websites and Platforms, (iii) you will not interfere with a third party’s use and enjoyment of the Websites and Platforms, (iv) you will not interfere with or disrupt EMDEE’s or its vendors’ security measures, (v) if any information you provide to EMDEE becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify EMDEE, (vi) you acknowledge that access to the healthcare services provided through the Platforms are not “insured services” under any health plans, (vii) you acknowledge that any fees paid by you or by any other persons on your behalf are not provided in exchange for any undertaking by EMDEE or its representatives that such healthcare services will be made available to you, and (viii) you are accessing the Websites and Platforms for yourself or a child under the age of eighteen for whom you are the legal guardian.
If you violate these Terms and Conditions, your ability to use the Websites and/or Platforms will be terminated. EMDEE may, in its sole discretion, terminate your access to the Websites and/or Platforms, or any portion thereof, for any reason whatsoever without prior notice. These actions are in addition to any other right or remedy EMDEE may have available at law. Further, EMDEE shall not be liable to you or any third party for any such termination or discontinuance. You may cease to access and use the Websites and Platforms at any time. If you do not agree to these Terms and Conditions you must immediately cease use of the Websites and Platforms. To the extent permitted by applicable law, the disclaimers, limitations on liability, termination and your warranties and indemnities shall survive any termination of these Terms and Conditions.
In using the Websites and Platforms, you agree not to:
- Send or otherwise transmit to or through the Websites and Platforms any unlawful, infringing, harmful, harassing, defamatory, threatening, hateful or otherwise objectionable material of any kind, any material that can cause harm or delay to the Websites and Platforms or computers of any kind, and any unsolicited advertising, solicitation or promotional materials;
- Transmit, post, upload or promote any unsolicited advertising, promotional materials, or other forms of solicitation to other users, individuals or entities;
- Misrepresent your identity or affiliation in any way;
- Restrict or inhibit any person from using the Websites and Platforms, disclose personal information obtained from the Websites and Platforms or collect information about users of the Websites and Platforms;
- Reverse engineer, disassemble or decompile any section or technology on the Websites and Platforms, or attempt to do any of the foregoing;
- Gain unauthorized access to the Websites and Platforms, to other users’ accounts, names, personally identifiable information or other information, or to other computers or websites connected or linked to the Websites and Platforms;
- Launch or use any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that access the Websites and Platforms in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser;
- Send or otherwise transmit to or through the Websites and Platforms chain letters, unsolicited messages, so-called “spamming” or “phishing” messages, or messages marketing or advertising goods and services;
- Post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment;
- Violate any applicable laws or regulations in any way;
- Alter or modify any part of the content or services offered on or through the Websites and Platforms;
- Allow any other person to use the Websites or Platforms with your registration or login information;
- Exhibit any conduct that, in our sole discretion, restricts, impairs, interferes or inhibits any other user from using the Websites or Platforms and/or related services and products;
- Breach or otherwise circumvent EMDEE’s security or authentication measures; and
- Assist or permit any persons in engaging in any of the activities described above.
Intellectual property rights and content
EMDEE is the sole and exclusive owner of the Websites and Platforms, including any and all copyright, patent, trademark, trade secret and other ownership and intellectual property rights, in and to the Websites and Platforms and any related materials and documentation. No title or ownership of the Websites and Platforms or any portion thereof is transferred to you hereunder. EMDEE reserves all rights not expressly granted hereunder. You agree not to change or delete any copyright or proprietary notice related to materials downloaded from the Websites and/or Platforms.
You may provide input, comments or suggestions regarding the Websites and Platforms or EMDEE Services (“Feedback”). You acknowledge and agree that EMDEE may use any Feedback without any obligation to you and you hereby grant EMDEE a worldwide, perpetual, irrevocable, royalty-free, transferable license to reproduce, display, perform, distribute, publish, modify, edit or otherwise use such Feedback as EMDEE may deem appropriate, without restriction, for any and all commercial and/or non-commercial purposes, in its sole discretion.
You have the sole and exclusive responsibility for any content, data, text, software, music clips, sound, video, photographs, graphics, messages, files, or other material that is transmitted, posted or otherwise distributed by you through the EMDEE Services (hereinafter referred to as “End User Content”), including, but not limited to, the contents of your electronic mail communications and photographs posted by you through the EMDEE Services. As such, you assume sole liability for all End User Content posted by you, whether publicly or privately posted and/or transmitted. EMDEE is not responsible and holds no liability relative to monitoring the End User Content provided through the EMDEE Services, and does not warrant, guarantee or represent, in any way, the accuracy, quality, and/or integrity of the End User Content. By utilizing the EMDEE Services, you acknowledge that you may be exposed to content or other materials submitted by third parties or other users that may be offensive, indecent, or otherwise objectionable, and that EMDEE is not liable for and shall be held harmless by you from any liability resulting or arising out of same. Likewise, EMDEE shall not be held liable for any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content transmitted through the EMDEE Services.
Notice of Copyright Infringement Under the Digital Millennium Copyright Act (“DMCA”)
We do not permit copyright infringing activities and infringement of intellectual property rights on the Websites or Platforms, and we will remove any user submissions if properly notified that such submissions infringe on another’s intellectual property rights. We reserve the right to remove submissions without prior notice. We may also terminate a user’s access to the Websites and Platforms if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a submission removed from the Websites or Platforms more than twice. If you are a copyright owner or an agent thereof and believe that any submissions, materials or other content infringes upon your copyrights, you may notify us by providing the following information in writing:
(1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(2) Identification of the location where the original or an authorized copy of the copyrighted work exists, for example the URL of the website where it is posted or the name of the book in which it has been published;
(3) Identification of the material that is claimed to be infringing, a description of the infringing activity, and information reasonably sufficient to permit us to locate the material;
(4) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
(5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(6) A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notice of claims of copyright infringement on the Website should be sent to: firstname.lastname@example.org.
You acknowledge that if you fail to comply with all of the requirements above, your notice may not be valid, and further that there are substantial penalties for filing false claims.
The Websites and Platforms may contain links to third-party websites. Linked sites are not under the control of EMDEE, and EMDEE is not responsible for the content of any linked site. Links are provided as a convenience only, and a link does not imply that EMDEE endorses, sponsors, or is affiliated with the linked site. Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites; these Terms do not apply to other websites. EMDEE disclaims any and all liability for any information, including but without limitation, any medical and health treatment information set forth on linked sites.
Reference to any product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name or otherwise does not constitute or imply the endorsement or recommendation of such by EMDEE. Any views expressed by third parties on the Websites and Platforms are solely the views of such third party and EMDEE assumes no responsibility for the accuracy or veracity of any statement made by such third party.
Indemnification and limitation of liability
You agree to defend, indemnify and hold EMDEE, its officers, directors, employees, shareholders, affiliates, third-party contractors, agents, licensors and suppliers (each a EMDEE Party and collectively EMDEE Parties), harmless from and against any claims, actions or demands, losses, liabilities, damages, costs, expenses and settlements (including without limitation reasonable attorney and accounting fees), resulting from or alleged to result from, directly or indirectly, your (a) violation of these Terms and Conditions; (b) access to or use of the Platform and Websites; and (c) the provision of or other disclosure to EMDEE of any other information or data and the use of same by EMDEE or other EMDEE Party as contemplated hereunder.
IN NO EVENT SHALL EMDEE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF USE, LOSS OF PROFITS, LITIGATION, OR ANY OTHER PECUNIARY LOSS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE WEBSITES OR PLATFORMS OR THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY SUCH PRODUCTS, GOODS, OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EMDEE shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond EMDEE’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation.
The terms of these Terms and Conditions that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms and Conditions. You agree that the limitations of liabilities set out in these Terms and Conditions are fair and reasonable in the circumstances.
The Websites and Platforms are provided on an “as is” and “as available” basis and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, EMDEE disclaims all representations, warranties, and conditions, express or implied, including, but not limited to, implied condition or warranties of merchantability and fitness for a particular purpose. EMDEE does not warrant that the Websites and Platforms will be uninterrupted or error-free, that defects will be corrected or that the Websites and Platforms or the server that makes it available are free of viruses or other harmful components.
EMDEE makes no guarantees, and disclaims any implied warranty or representation about its accuracy, relevance, timeliness, completeness, or appropriateness of any content posted on the Website and Platforms for a particular purpose. EMDEE assumes no liability arising from or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Websites and/or Platforms.
Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
The Websites and Platforms are not intended for children under the age of 18. If you are under 18 years of age, please do not use or access the Websites or Platforms at any time or in any manner. By using the Websites or Platforms, you affirm that you are over the age of 18, or if under the age of 18 are authorized to do so by a parent or guardian. EMDEE does not seek through the Websites or Platforms to gather personal information from or about persons under the age of 18 without the consent of a parent or guardian.
Choice of law and jurisdiction
These Terms and Conditions are governed by the laws of Ohio. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ohio in respect of all matters and disputes arising hereunder, and waive any defense of lack of personal jurisdiction in that jurisdiction. These Terms and Conditions are not governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.
No delay or omission by EMDEE to exercise any right or power it has under these Terms and Conditions or to object to the failure of any covenant of you to be performed in a timely and complete manner, shall impair any such right or power or be construed as a waiver of any succeeding breach or any other covenant. Any waivers by EMDEE must be in writing and signed by an authorized representative of EMDEE.
These Terms and Conditions constitute the entire agreement between you and EMDEE as it relates to the access to, and use of, the Platform and Websites and the subject matter of these Terms and Conditions and supersede all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral between EMDEE and you.
This electronic document, and all other electronic documents referred to or incorporated herein, will be: (a) deemed for all purposes to be a “writing” or “in writing”, and to comply with all statutory, contractual, and other legal requirements for a writing; and (b) legally enforceable as a signed agreement. A printed version of these Terms and Conditions and any notice given in electronic form shall be admissible in judicial proceedings or administrative proceedings based upon or relating to these Terms and Conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
These Terms and Conditions are personal to you, and are not assignable, transferable, or sublicensable by you except with EMDEE’s prior written consent. EMDEE may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
English shall be the language of these Terms and Conditions and the parties waive any right to use and rely upon any other language or translations.
Contact / Notices
If you have any questions about the Terms and Conditions, or need to provide notice to, or communicate with, EMDEE under the Terms and Conditions, please contact EMDEE using the following contact details:
7864 Enchanted Circle
Monclova, Ohio 43542
EMDEE may provide notices or communications to you on the Websites and/or Platforms and you agree that such notices shall constitute notice to you whether or not you actually access the notice.