AgileMD Terms of Service

IMPORTANT: PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE AGILEMD PLATFORM.

These Terms of Service (the "Terms") are a legally binding contract between the user ("you") and AgileMD, Inc., ("Agile," "we," or "us"). Agile provides the Services (as defined below) to you subject to these Terms, which may be updated by Agile from time to time without prior notice to you. You can review the most current version of the Terms at any time at http://www.agilemd.com/about/terms-of-service. These Terms govern your use of the Services.

BY ACCESSING AND USING THE SERVICES IN ANY WAY, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, LIMITATIONS OF LIABILITY, AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SERVICES OR THE AGILEMD PLATFORM AND EXIT NOW.

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1. DESCRIPTION OF THE SERVICES

Agile provides a platform, including a website available at www.agilemd.com and related mobile applications (collectively, the "AgileMD Platform"), which makes available to individuals (including Health Care Professionals) and organizations various services, including authoring tools and content, as well as cloud-based interactive information access, storage and management tools (the "Services"). If you are using the Services on behalf of an organization, "Services" includes AgileMD's service offering for organizations, AgileMD for Organizations. For purposes of these Terms, "Health Care Professional" means a physician, nurse, nurse practitioner, or similar professional, or a student in medical training. The specific features of the Services that are available may change from time to time, and Agile may choose to discontinue some or all of the Services, in its discretion. We may also engage with partners in countries outside of the United States to make available the AgileMD Platform and the Services (collectively, the "Partners").

You understand and agree that the Services may include certain communications from Agile, such as service announcements and administrative messages. You consent to receive such communications from us electronically. Since these messages are sent to you to administer your membership and provide the Services, you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new Agile properties, shall be subject to these Terms.

The Services include or may include information, data, text, messages, software, audio, video, photographs, graphics, images, tags, and/or other materials ("Content"). You acknowledge and agree that the Content available through the Services may be obtained or derived from third-party sources (collectively, "Content Providers"), such as individuals or entities that have created and contributed such Content to the AgileMD Platform, or independent third-party providers that make available such Content for your download and use (which may be subject to a separate payment). Content may also include (i) materials that the institution or private organization by whom you are employed or to whom you provides services (CFCB"CB"C"b,E!CB,Cb&C"b,EOrganization") decides to make available to you via the AgileMD Platform, and (ii) materials that account holders (including you) provide to be made available through the Services (collectively, "User Content"). Your use of any Content, including, without limitation any medical information, is at your own risk, as described in more detail below.

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2. CONDITIONS ON ACCESS TO THE SERVICES

Access to and use of the Services is limited to individuals who are at least 18 years of age. You must register to use the Services. With respect to medical reference Content ("Medical Reference Content"), you must also be a Health Care Professional in order to access such Medical Reference Content. To register, you must provide Agile with your name, valid email and mailing addresses, and other information specified in the registration form ("Registration Data"). By registering, and in consideration of the use of the Services, you represent and warrant that: (i) the Registration Data that you provide about yourself is true, accurate, current, and complete; (ii) you are at least 18 years of age; and (iii) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You authorize Agile to confirm the truthfulness and accuracy of the Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Agile has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Agile has the right to suspend or terminate your account and refuse any and all current or future use of the Services.

You understand and agree that access to and use of the Services may be conditioned upon your payment of all applicable service subscription and content access fees, as may be modified or amended from time to time (the "Service Fees"). Unless you are accessing the Services through your Organization subscription to the AgileMD Platform, you agree to pay, and you authorize Agile to charge using your selected payment method, all applicable Service Fees. You are responsible for providing complete and accurate billing and contact information to Agile. We may suspend or terminate the Services if applicable Service Fees are 30 days past due.

You also understand and agree that some Content may be offered via the AgileMD Platform by third-party Content Providers, and Agile may charge you a fee in order to access their Content. Agile is not responsible for the payment of any such fees. You understand and agree that your access to such Content is subject to the payment of such fees and to other terms and conditions that may be imposed by such Content Providers, as applicable.

You acknowledge and agree that your use of the Services is dependent upon access to telecommunications and Internet services. You further understand that your use of the Services may involve or require the transmission of significant amounts of data. You understand and agree that you or your Organization are solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Services, including, without limitation, any and all costs, fees, expenses and taxes of any kind related to the foregoing or that may otherwise arise from your use of the Services. Agile shall not be responsible for any loss or corruption of data, lost communications, loss of functionality or any other loss or damage of any kind arising from any such telecommunications and Internet services. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES MAY REQUIRE AN APPROPRIATE MOBILE DEVICE AND DATA PLAN, AND THE PURCHASE AND MAINTENANCE OF SUCH DEVICE AND PLAN AND ASSOCIATED CHARGES ARE YOUR OR YOUR ORGANIZATION's RESPONSIBILITY (AND NOT AGILE'S).

For the avoidance of doubt, the Service Fees shall not apply to or offset (i) any costs, fees, expenses or taxes of any kind that may be charged by your wireless carrier or Internet service provider, (ii) any fees that you incur in connection with your access to certain Content, or (iii) any fees that may otherwise arise from your use of the Services.

Use of the Services is void where prohibited. By using and/or viewing the AgileMD Platform, you represent and warrant that you have the right, authority, and capacity to agree to and abide by these Terms and that you are not prohibited by law from using the Services.

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3. SECURITY

The Services are designed to require users to provide a valid, working e-mail address and password to access and use the Services. Upon registering, you will receive a password, which you may change from time to time. Certain other Content, features, or functionalities within the Services may require additional access codes. Your e-mail address and the password and codes assigned to you are defined, collectively, as your "Credentials."

You are solely responsible for (1) maintaining the strict confidentiality of your Credentials, (2) not allowing another person to use your Credentials to access the Services, (3) any and all damages or losses that may be incurred or suffered as a result of any activities that occur under your Credentials. You agree to immediately notify Agile in writing of any unauthorized use of your Credentials or any other breach of security, and to ensure that you sign out from your account at the end of each session. Agile is not and shall not be liable for any harm arising from or relating to the theft of your Credentials, your disclosure of your Credentials, or the use of your Credentials by another person or entity.

Any attempt to obtain unauthorized access or to exceed authorized access to the Services shall be considered a trespass and computer fraud and abuse, punishable under applicable laws. Agile hereby notifies you that any or all communications with the Services can and will be monitored, captured, recorded, and transmitted to the authorities as deemed necessary by Agile in its sole discretion and without further notice.

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4. USER-SUBMITTED CONTENT; FEEDBACK

The Services may permit you to post, contribute, or submit information and Content (including data, images, sounds, text, and other things embodied therein) or provide ideas, suggestions, and proposals (collectively, "Submissions"). You are solely responsible for the truthfulness and accuracy of your Submissions.

Agile and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Submissions or Content that is available via the Services. Without limiting the foregoing, Agile and its designees shall have the right to remove any Content that violates these Terms or is otherwise objectionable, in Agile's sole discretion.

By making a Submission, you acknowledge and agree that: (a) your Submission does not contain Patient Information or proprietary information; (b) Agile is not under any obligation of confidentiality, express or implied, with respect to the Submission; (c) Agile shall be entitled to use or disclose (or choose not to use or disclose) such Submission for any purpose, in any way, in any media worldwide; (d) Agile may have something similar to the Submission already under consideration or in development; (e) you are not entitled to any compensation or reimbursement of any kind from Agile under any circumstances for such Submissions.

By making a Submission, you hereby represent, warrant, and certify that you are not a paid consultant or have any other financial interests in the Submissions that you provide to the Services, including, but not limited to, the promotion of "off-label" drug uses, the disclosure of confidential clinical trial or other proprietary information.

By making a Submission to the Services, you hereby grant and agree to grant to Agile the worldwide, royalty-free, fully sublicenseable and transferable right to use, reproduce, distribute, modify, adapt, publish, translate, prepare derivative works from, display and perform the Submissions for any commercial or noncommercial purpose, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels now known or later developed. Agile shall be free to use any ideas, concepts, know-how or techniques contained in any and all Submissions for any purpose whatsoever including, but not limited to, developing, manufacturing, and marketing products and services incorporating such Submissions. You also agree and hereby grant each user of the Services a non-exclusive license to access your Submissions through the Services, and to use, reproduce, distribute, display and perform such Submissions as permitted through the functionality of the Services and under these Terms. These licenses are perpetual and irrevocable.

Similarly, in the event you decide to provide any feedback, recommendations and/or suggestions with respect to the Services (collectively, "Feedback"), you hereby assign and agree to assign to Agile all of your title, right and interest, including all associated intellectual property rights, in and to the Feedback.

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5. PATIENT INFORMATION AND LEGAL COMPLIANCE

Applicable laws, as well as ethical and licensure requirements of your profession may impose obligations with respect to patient confidentiality that may limit the ability of physicians, health care providers, and persons acting on their behalf, to make use of certain patient information ("Patient Information") and/or to transmit Patient Information to third parties.

You represent and warrant that you will, at all times, comply with all laws directly or indirectly applicable to you that may now or hereafter govern the gathering, use, transmission, processing, receipt, reporting, disclosure, maintenance, and storage of the Patient Information, and use your best efforts to cause all persons or entities under your direction or control to comply with such laws. You are at all times solely responsible for obtaining and maintaining all patient consents, if applicable, and all other legally necessary consents or permissions required or advisable to disclose, process, retrieve, transmit, and view the Patient Information that you transmit, store, or receive in connection with the Services and any third party site.

Agile does not knowingly collect, and you are prohibited from providing, any individually identifiable health information, as that term is defined in the United States Health Insurance Portability and Accountability Act of 1996 (HIPAA) and related statutes and regulations.

WE, OUR CONTENT PROVIDERS AND OUR PARTNERS CANNOT AND DO NOT ASSUME ANY RESPONSIBILITY FOR YOUR USE OR MISUSE OF PATIENT INFORMATION OR OTHER INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED WHILE USING THE SERVICES. WE RESERVE THE RIGHT TO AMEND OR DELETE ANY CONTENT (ALONG WITH THE RIGHT TO REVOKE ANY MEMBERSHIP OR RESTRICT ACCESS TO THE SERVICES) THAT IN OUR SOLE DISCRETION VIOLATES THE ABOVE.

Your representations, warranties, and obligations in this section survive termination of these Terms.

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6. MEMBER CONDUCT

You agree that you shall not in connection with your use of the Services:

1. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or relating to or encouraging money laundering or gambling;
2. harm minors in any way;
3. impersonate any person or entity, including, but not limited to, a Agile official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
5. upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as Patient Information, individually identifiable health information under HIPAA, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
6. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
7. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that may be designated for such purpose;
8. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
9. interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including using any device, software or routine to bypass robot exclusion headers;
10. violate any applicable local, state, national or international law or any regulations having the force of law;
11. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the United States Immigration and Nationality Act or other equivalent law;
12. "stalk" or otherwise harass another;
13. threaten the unity, integrity, defence, security or sovereignty of any country, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognizable offence, or prevent investigation of any offence or insult any other nation; and/or
14. collect or store personal data about other users.

You acknowledge, consent and agree that Agile may access, preserve and disclose your Registration Data, Submissions, user profile, and other Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Agile, its Content Providers, its Partners, its users, and the public.

You understand that the Services, Content, and software embodied within the Services may include security components that permit digital materials to be protected, and that your use of these materials is subject to any rules set by Agile and/or content providers who provide Content to the Services. You may not attempt to override or circumvent any of the usage rules embedded into the Services. Any unauthorized reproduction, publication, further distribution or public exhibition of the Content or materials provided on the Service, in whole or in part, is strictly prohibited.

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7. DISCLAIMER OF WARRANTIES

THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT PROVIDED BY AGILE, ITS LICENSORS, AND CONTENT PROVIDERS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, AGILE DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS) ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. AGILE SIMILARLY DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS), TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT AGILE DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS) ANY AND ALL RESPONSIBILITY OR LIABILITY FOR (1) THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF ANY CONTENT OR INFORMATION OR MATERIAL PROVIDED BY, DISTRIBUTED OR ACCESSIBLE THROUGH THE SERVICES, OR THAT ANY SUCH CONTENT, INFORMATION OR MATERIAL WILL BE CURRENT OR UP-TO-DATE; OR (2) THE USE OF OR INABILITY TO USE THE SERVICES; (3) THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL; (4) BREACHES OF SECURITY; (5) INFORMATION COMMUNICATED THROUGH THE SERVICES; (6) THE SATISFACTION OF ANY GOVERNMENT REGULATION REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION OR "OFF-LABEL" DRUG PRODUCTS WITH REGARD TO THE CONTENT PROVIDED WITHIN THE SERVICES; OR (7) ANY OTHER FAILURE TO PERFORM BY AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS.

AGILE DISCLAIMS (ALSO ON BEHALF OF ITS LICENSORS, CONTENT PROVIDERS AND PARTNERS) ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY CONTENT, INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. AGILE MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF ANY STORAGE FACILITIES OFFERED BY AGILE.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT, INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR OBTAINMENT OF SUCH MATERIAL.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS MAY NOT APPLY TO YOU INSOFAR AS THEY RELATE TO IMPLIED WARRANTIES.

AGILE MAKES NO COMMITMENT ON BEHALF OF ITSELF, OR ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS, TO UPDATE THE CONTENT.

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8. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OR RELIANCE ON THE SERVICES. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE SERVICES, FROM INABILITY TO USE THE SERVICES, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SERVICES (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

THIS LIMITATION OF LIABILITY SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, THE SERVICES OR THE AGILEMD PLATFORM. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

UNDER NO CIRCUMSTANCES SHALL AGILE, ITS LICENSORS, CONTENT PROVIDERS OR PARTNERS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, EQUIPMENT FAILURES, OR ACTS OF GOD.

IF, NOTWITHSTANDING THESE LIMITATIONS OF LIABILITY, AGILE IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU IN ANY WAY, IN NO EVENT SHALL AGILE'S LIABILITY EXCEED THE FEES YOU HAVE PAID TO AGILE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING YOUR CLAIM. YOU AND AGILE AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND AGILE. YOU ACKNOWLEDGE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, AGILE WOULD NOT PROVIDE THE SERVICES TO YOU.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

YOU AGREE THAT THE LICENSORS, CONTENT PROVIDERS AND PARTNERS OF AGILE ARE THIRD PARTY BENEFICIARIES OF THE DISCLAIMER OF WARRANTIES IN SECTION 11 AND THE LIMITATION OF LIABILITY IN SECTION 12.

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9. INDEMNITY

You agree to defend, indemnify and hold Agile, its licensors, Content Providers and Partners, including, without limitation, the University of Chicago, its and their affiliates, and its and their respective members, directors, officers, employees, stockholders and agents harmless against any losses, expenses, costs or damages (including Agile's reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to (1) your provision of healthcare services or related services to any person, (2) your breach of these Terms, (3) your unauthorized or unlawful use of the Services or the Content, (4) the unauthorized or unlawful use of the Services by any other person using your Credentials, and (5) any Submissions by you.

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10. COOPERATION WITH GOVERNMENT AUTHORITIES

Agile will cooperate with local, state, federal, international and/or worldwide government authorities to protect the Services, visitors, customers, members, Agile, its parents, subsidiaries, affiliates and their respective members, directors, officers, employees, stockholders and agents and operational providers, when Agile determines, in its discretion, that such cooperation is appropriate to prevent or remedy unauthorized use of the Services.

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11. LINKS TO OTHER MATERIALS

The Services may include links to third-party sites. The linked sites are not necessarily under the control of Agile and Agile is not responsible for nor does it certify the content of any linked site or any link contained in a non-affiliated linked site. Agile reserves the right to terminate any link or linking program at any time. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third party sites linked through the Services, you do so entirely at your own risk. Agile shall have the right to disable or remove any link that violates any rights of Agile or causes interruption or deterioration of the Services.

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12. APPLICABLE LAWS

Agile makes no representation that the Services or Content are appropriate or available for use in any particular jurisdiction, and access to them from jurisdictions where their content is illegal is prohibited. Those who choose to access the Services from other locations do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Services or any Content in violation of United States export laws or regulations. Any claim relating to the Services or these Terms shall be governed by the internal substantive laws of the State of Delaware.

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13. CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT

Agile respects copyright law and expects its users to do the same. It is Agile's policy to terminate in appropriate circumstances users who repeatedly infringe the rights of copyright holders. Please see Agile's Copyright Policy for further information.

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14. DISPUTE RESOLUTION

Any dispute, controversy, or claim that arises out of or relates to these Terms, or their performance or breach, or the Services ("Dispute") shall be resolved first by direct communication and negotiation with one or more of Agile's management team members. If the Dispute is not resolved by direct communications and negotiations, then it shall be settled by final and binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, including the Optional Rules of Emergency Measures of Protection, and judgment on the arbitration award may be entered in any court of competent jurisdiction. The arbitration shall be conducted in San Francisco, California, before a single arbitrator. The arbitrator shall not have the power to award punitive, special, or exemplary damages, but shall award the prevailing party its costs and expenses (including the costs of arbitration and reasonable attorneys' fees).

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THE TERMS MUST BE FILED WITH THE AAA WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED. ANY ARBITRATION UNDER THESE TERMS WILL BE ONLY BE ON A INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST AGILE.

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15. ENTIRE AGREEMENT

These Terms, contain the entire agreement between you and Agile relating to the subject matter hereof, and supersede any other oral or written communications relating thereto. These Terms may not be amended or supplemented by (1) any e-mail message, purchase order, or similar communication originated by you relating to the subject matter hereof, or (2) statements of any of Agile's employees. You can review the most current version of the Terms at any time at http://www.agilemd.com/about/terms-of-service. If we make material changes to these Terms, we will notify you of such changes by posting them on the AgileMD Platform or by sending you an email or other notification, and we will indicate when such changes will become effective. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms.

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16. ASSIGNMENT

Agile may assign this agreement, in whole or in part, in its sole discretion. You may not assign your rights under these Terms without Agile's prior written permission. Any attempt to assign your rights under these Terms without Agile's permission shall be void.

You agree that your account is non-transferable and any rights to your username, password, or contents of your account terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all contents therein permanently deleted.

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17. WAIVER OF BREACH

Any failure to enforce any term or provision of these Terms shall not be deemed a waiver of that or any other breach of that or any other term or provision. In addition, any failure to enforce any term or provision of these Terms shall not constitute a waiver of a future breach of that or any other term or provision of these Terms.

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18. NOTICE

Agile may deliver notice to you by means of electronic mail to the e-mail address on record in Agile's account information, or by a general notice on the AgileMD Platform, or by written communication delivered by first class U.S. mail to your address on record in Agile's account information. You may give notice to Agile at any time via electronic mail to info@agilemd.com or by letter delivered by first class postage prepaid mail or overnight courier to the following address:

AgileMD, Inc.
301 Howard St, Suite 950
San Francisco, CA 94105

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19. HEADINGS

The headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

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20. INVALIDITY

If any provision of these Terms shall be held, be deemed, or shall in fact be, invalid, inoperative or unenforceable as applied to any particular case or circumstance because of the conflicts of any provision with any law, regulation, ordinance or for any other reason, the provision or provisions in question shall not be invalid, inoperative or unenforceable in any other case or circumstance, nor shall any other provision or provisions herein contained thereby be or become invalid, inoperative or unenforceable and such provision shall be reformed so that it would be valid, operative and enforceable to the maximum extent permitted in such circumstances.

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FOR USERS IN INDIA

In the event that it comes to your knowledge that any Content made available through the Services is violative of any law currently in force, or violative of the user's Conduct, as detailed in Section 10 above, please report the same in writing or by email to our Grievance Officer, as listed below.

Jonathan Allan
c/o Grievance Officer
301 Howard St, Suite 950
San Francisco, CA 94105

By Phone: (650) 687-7054
By Email: support@agilemd.com