MEDIT TERMS OF SERVICE

IMPORTANT – Please read carefully – these terms of service constitute a binding agreement between One15 Digital Xventures Ltd. and you for the use of the Medit services.

 

  1. Agreement
  2. 1.1 By clicking on the ACCEPT button or installing or using the Medit Services you are entering into a legally binding agreement and agree that this Agreement as updated from time to time covers all your access to or use of the Medit Services, on any Device where Medit Services have been installed, by you or by any third party.

    1.2 The Medit Services are intended for use in your trade, business and profession and are not intended for the general public or consumers.

    1.3 This Agreement is made between you and Medit only and not with any of the Channels (defined below). The Medit Services, including customer support services, are not provided by the Channels but by Medit, who is solely responsible for them, subject to the terms of this Agreement.

    1.4 You hereby agree that all agreements, orders and correspondence in connection with the Medit Services can be made electronically and, to the extent permitted under applicable law, you waive any requirements for original documents or signatures.

     

  3. Definitions
  4. In this Agreement, the following capitalised terms have the following meanings:

    2.1 This Agreement: these Terms of Service, as may be updated, supplemented and/or amended from time to time.

    2.2 Applicable Laws: all applicable laws, regulations, codes of practice, and professional and ethical rules.

    2.3 Channel: any third party physical or virtual shop, store, retailer, kiosk, portal, hardware provider, channel partner or similar vendor and any service provider associated with them, through or from which you download or access any Medit Services.

    2.4 Device: any device on which the Medit Services are installed, accessed and/or used from time to time, including without limitation any type of computer, telephone, tablet, console, smartTV, media player etc.

    2.5 Documentation: any documentation relating to the use of the Medit Services provided by Medit online or by any other method, including applicable instructions or policies.

    2.6 Medit: One15 Digital Xventures Ltd., a limited company registered in Ireland, with its registered office at 24 Village Weir, Lower Main Street, Lucan, Co. Dublin, Ireland, company number 566211 and VAT registration number IE3378329EH.

    2.7 Medit Paid Services: any services which Medit may offer against payment from time to time (see Section 8 below).

    2.8 Medit Services: the features and applications provided by Medit under this Agreement including without limitation the Medit mobile Device software, the Medit Paid Services, the Medit UI and Documentation, the Medit Website, as well as all fixes, updates, extensions, replacements and upgrades.

    2.9 Medit Staff: the officers, directors, employees, agents, consultants and advisors of Medit or its related companies.

    2.10 Medit Website: all elements, content, design and ‘look and feel’ of all websites operated by or on behalf of Medit in connection with the Medit Services, including without limitation the URL https://medit.online as added to or substituted from time to time.

    2.11 IP Rights: any and all intellectual and/or industrial property rights, including but not limited to copyrights, designs, database rights, trademarks (including trade and product names, logos, slogans or banners) and patents, know-how and trade secrets, whether registered or unregistered.

    2.12 Third Party Content: any content, product, service, store, website, software and/or other technology (including sponsored content) owned and controlled by anyone other than Medit which may be incorporated into or accessible through the Medit Services, into which the Medit Services may be incorporated, or with which the Medit Services may be distributed.

    2.13 User Account: the account with user ID and password chosen by or assigned to you for the purpose of installing, accessing or using the Medit Services.

    2.14: User Materials: any material, data or communications uploaded or posted within or through your User Account, including texts, video, pictures, sounds and/or any other items as permitted by the Medit Services from time to time).

     

  5. Medit End User Licence and Restrictions
  6. 3.1 Subject to the terms of this Agreement, Medit hereby grants you a limited, personal, non-commercial, non-exclusive, non-sub-licensable, non-transferrable, non-assignable licence to download, install, access and use the Medit Services on one or more Devices for the sole purpose of using the information and communications features provided by Medit and any other applications or features that may be expressly provided by Medit.

    3.2 You may access and use the Medit Services in your trade or profession, but must not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights or access to third parties with regard to the Medit Services or any part thereof.

    3.3 You will not carry out, cause or permit the copying, modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, framing, accessing via any different UI, scraping or hacking or otherwise attempting to derive the source code of the Medit Services, User Materials, user data or any part thereof.

     

  7. IP Rights in the Medit mobile software and other Services
  8. 4.1 The Medit Services include:

    4.1.1 software, Documentation and materials developed by or on behalf of Medit;

    4.1.2 materials licensed to Medit by third parties (e.g. software components, sponsored content);

    4.1.3 Third Party Content (the IP rights in which belong to the applicable third party as described in Section 5 below);

    4.1.4 your User Materials (the IP Rights in which belong to you or a third party that has licensed them to you, as described in Section 6 below); and

    4.1.5 other users’ User Materials (the IP rights in which are treated in the same way as for Third Party Content).

    4.2 Materials developed by or on behalf of Medit or licensed to Medit by third parties are protected under applicable IP Rights laws in various territories worldwide. Nothing in this Agreement shall act as a transfer or assignment of any such IP Rights to you, or permit you to use such IP Rights except as provided by Medit within the Medit Services. Medit and Medit’s licensors reserve all rights not granted under this Agreement.

    4.3 You agree that you will not remove, obscure, make illegible or alter any notices or indications of the IP Rights in the Medit Services and/or Medit’s (or any other person’s) rights and ownership, in whatever form attached to, incorporated in or associated with the Medit Services, Documentation or any other materials available in or through the Medit Services. You will not take any action to challenge, jeopardize, limit or interfere with any such IP Rights.

     

  9. Third Party Content
  10. 5.1 All IP Rights in and to Third Party Content are the property of the respective owners.

    5.2 Third Party Content is the responsibility of the third party that created or provided it and Medit excludes all warranties and liability in relation to it. Medit may but is not obliged to review or monitor Third Party Content.

    5.3 Use of certain Third Party Content or third party services accessible through the Medit Services may in addition be subject to your signing up for an account with and accepting the terms and conditions of the relevant third party, including provisions relating to processing of personal data which may differ from Medit’s policies and for which Medit is not responsible. You acknowledge and agree that in relation to such third party services your rights and obligations are exercisable exclusively between you and the applicable third party and Medit and its related companies have no involvement or responsibility.

    5.4 If you are the owner of any Third Party Content and believe that it not being used in an authorised way within the Medit Services, please contact us at support@medit.online so that we can investigate.

     

  11. User Profiles, User Materials and Communications
  12. 6.1 The Medit Services allow you and other users to create a profile and post or send messages and User Materials. Medit will host, reproduce, distribute, communicate to the public and publish such materials in accordance with the provisions of this Agreement and Medit’s Privacy Statement https://medit.online/privacy/ .

    6.2 You are solely responsible for User Materials posted or sent within or through your User Account and all matters arising from or connected with them. You undertake, represent and warrant that you: (a) own, or have all necessary licenses, rights including IP Rights, consents and permissions to use, and authorize Medit to use such materials as contemplated under this Agreement and the Documentation; and (b) have all necessary consents, releases and/or permissions from every person identified, referred to or whose data are included in such materials to use their data, name and/or likeness as applicable, as contemplated by this Agreement and the Documentation.

    6.3 You hereby grant Medit an irrevocable, non-exclusive, royalty-free, worldwide license to reproduce, distribute, communicate to the public, display and perform, create derivative works from, incorporate into other works, and otherwise use, with a right to sublicense, all materials posted or sent through your User Account. To the extent permitted by law, you waive any moral rights or attribution rights with respect to Medit’s use of such materials.

    6.4 Medit at its discretion reserves the right – but is not obliged – to monitor and to edit, correct, take down, store and/or permanently delete any User Materials that Medit in its discretion deems to be in breach of this Agreement or the Documentation, or otherwise inappropriate for any reason, or as required by any public authority, and to cooperate with and when requested to do so retain and/or provide such material to any such authority.

    6.5 Medit will not be liable for any User Materials. The contents of any User Materials sent or received using the Medit Services is exclusively the responsibility of the person from whom it originated. You will be solely liable if you send or receive content referred to in Section 7.4 and you accept the risk that such content might be sent to you.

    6.6 You may refer to your own business and services but must not use the Medit Services for the primary purpose of advertising or selling any goods and services (except for genuine advertisers and sponsors that have entered into a specific agreement with Medit).

    6.7 You may contact support@medit.online to report an infringement of this Agreement or inappropriate content, behaviour or use of the Medit Services from or by any other user, or Third Party Content, or if you believe that any user has submitted or is otherwise using materials or IP Rights owned by you within the Medit Services, although all decisions on any action to be taken shall be at Medit’s sole discretion.

    6.8 Medit is not intended as a storage facility and Medit does not guarantee availability or storage of any User Materials or that back-ups or downloads will be available. It is your responsibility to keep copies of your User Materials.

  13. Use of the Medit Services
  14. 7.1 The Medit Services are designed to enable you to post User Materials, view User Materials posted by others, view Medit and Third Party Content, and communicate with other Medit Services users. Some features may be Medit Paid Services.

    7.2 Medit cannot guarantee that you will always be able to upload or view User Materials, communicate with other persons, that all your communications will always be delivered to other users at all or without disruptions, delays or communications-related errors.

    7.3 You are entirely responsible for your contacts and interactions with other users. Medit cannot guarantee that user profiles are accurate or real or that users are who they say they are. Medit does not normally carry out any background checks or criminal record checks on its users. Medit is not intended for arranging in person meetings between users and any such meetings are at your own risk. Any contacts with advertisers or sponsors are made at your own discretion and risk and may be subject to their applicable terms of service or sale and privacy policies which are not controlled by Medit and may differ from Medit’s policies.

    7.4 You will use the Medit Services exclusively for lawful purposes. In particular but without limitation you may not (a) intercept, monitor, interfere with or modify any communication which is not intended for you, (b) interfere with, hack, disrupt or gain unauthorised access to any network, computer system, database, server or hardware of Medit or any other person, (c) impersonate any other person or use their name, image, User Account or ID, (d) use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to attack, distort, delete, damage, disassemble or otherwise interfere with the Medit Services or network, (e) send any unsolicited communication, including advertising or commercial or sponsored communications, not permitted by applicable laws, regulations or codes of practice (e.g., spam), except where expressly agreed with or permitted by Medit, (f) collect or harvest personal information from other users (e.g., phishing), (g) stalk, bully, harass, abuse or threaten any person or contact them when they have indicated that they do not wish to be contacted, (h) publish, transmit or expose any person to material which is pornographic, offensive, defamatory, sexist, discriminatory, harmful to young people, indecent, illegal, in breach of third party rights or otherwise objectionable, or (i) undertake any activity that is in breach of the law, public order, or public morality using the Medit Services.

    7.5 Medit, in its sole discretion, reserves the right to add or delete features or functions, and/or to provide programming fixes, updates and upgrades, to the Medit Services. You agree that Medit has no obligation to make available to you any particular version or element of the Medit Services and that they are subject to change, termination or suspension for any reason at any time, at Medit’s discretion, including without limitation for maintenance, changes in applicable laws, requirements of the Channels, Medit’s business decisions, breach though your User Account of any provision of this Agreement, or of the Documentation, or for any other reason whether within or outside Medit’s control. Medit excludes all liability for any loss or damage whatsoever caused by the use or inability to use, the release and/or the absence of release of new versions of the Medit Services and/or the suspension or termination of provision of or access to any part of the Medit Services or this Agreement. You may be required to enter into a modified version of this Agreement, in order to download, install, access or use a new version of the Medit Services.

    7.6 You acknowledge that Medit will use its commercially reasonable efforts to protect the privacy and proper functioning of your Device and of your communications, but that Medit does not give any guarantees in this respect.

  15. Medit Paid Services
  16. 8.1 If you wish to use Medit Paid Services, payments will be made exclusively in the manner(s) indicated by Medit from time to time, including through the Channels or third party service providers. You need to agree to any specific terms presented at the moment of making a payment, including without limitation provisions relating to processing of personal data by that service provider which may differ from Medit’s policies and for which Medit is not responsible.

    8.2 You are solely responsible for any charges incurred using your User Account and must keep your log-in details private and notify Medit if you believe that another person has had unauthorized access to your User Account.

    8.3 All purchases of Medit Paid Services are final and no refunds will be made. If you believe you have been charged in error, you must contact Medit support within 7 days of such charge. If your User Account expires or is terminated you will also lose any remaining subscription or credit in your User Account.

    8.4 Charges for Medit Paid Services are subject to change. Unless otherwise specified, rates do not include VAT, and if Medit is required to charge it VAT at the applicable rate will be added to the cost of your purchase.

    8.5 If you encounter any problems related to payment, pricing or use of Medit Paid Services, please contact support@medit.online.

  17. Term and Termination
  18. 9.1 This Agreement will be effective from the date on which you accept it by (a) clicking on the ACCEPT as stated above, or (b) your first use of the Medit Services, and will remain effective until terminated by either Medit or you as set out below.

    9.2 Without limiting any other remedies, Medit may without prior notice to you restrict, suspend or terminate any licences granted hereunder and/or your use of any version or element of the Medit Services including the Medit Paid Services, block access to the Medit Website and/or suspend or cancel your User Account and/or ID, with immediate effect, if Medit reasonably believes you have failed to comply with any terms contained in this Agreement, the Documentation, you have infringed someone else’s rights (e.g. IP Rights or privacy rights), or engaged in any fraudulent, unacceptable or illegal activity. Medit reserves the right to cancel User Accounts that have been inactive for more than six months. If credits for Medit Paid Services have been purchased and remain unused you will lose these but Medit will try to remind you before any such cancelation.

    9.3 You may terminate this Agreement with immediate effect at any time provided that you comply with all the conditions set out in Section 9.4 below.

    9.4 Upon termination of this Agreement for any reason (a) all your licences and rights to use the Medit Services shall terminate, and (b) you will cease all use of the Medit Services, and (c) you will remove the Medit Services from all Devices, hard drives, networks and other storage media and destroy all copies in your possession or under your control, and (d) any unused prepaid credits for Medit Paid Services will be retained by Medit and not repaid.

    9.5 MEDIT WILL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT LOSS OR DAMAGE CAUSED BY THE TERMINATION OF THIS AGREEMENT WHETHER OR NOT MEDIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.

  19.   Representations and Warranties; Indemnification of Medit
  20. 10.1 You undertake, represent and warrant that you (a) are not prevented from entering into and complying with any part of this Agreement, (b) will only provide true, accurate, up to date and complete registration, contact and billing information, and (c) will when using Medit Services at all times comply with all Applicable Laws.

    10.2 You agree to indemnify, defend and hold Medit, its related companies and the Medit Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees, in connection with or arising out of your (a) breach of any term of this Agreement or any applicable law, regulation code of, or (b) breach of any rights of any third party, or (c) use or misuse of the Medit Services, or (d) User Materials posted in or through your User Account.

  21.   Disclaimer of Warranties / Limitation of
  22. 11.1 THE MEDIT SERVICES ARE PROVIDED “AS IS” IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. MEDIT HEREBY EXCLUDES ALL OTHER TERMS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES AND CONDITIONS OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR ANY PARTICULAR PURPOSE OR REQUIREMENT. MEDIT DOES NOT REPRESENT OR WARRANT THAT THE MEDIT SERVICES WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT MESSAGE, FILE OR PACKET LOSS, NOR DOES MEDIT WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET OR ANY COMMUNICATIONS NETWORK, OR ANY QUALITY, ACCURACY OR RELIABILITY OF COMMUNICATIONS MADE THROUGH THE MEDIT SERVICES.

    11.2 YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE MEDIT SERVICES REMAINS WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

    11.3 YOU AGREE THAT MEDIT, ITS RELATED COMPANIES, ITS LICENSORS AND THE MEDIT STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF OR INABILITY TO USE THE MEDIT SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, INCLUDING FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFIT, CONTRACT, BUSINESS, GOODWILL OR DATA, COMPUTER FAILURE OR PECUNIARY LOSS), EVEN IF MEDIT, ITS RELATED COMPANIES OR MEDIT STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    11.4 YOU ALSO AGREE THAT THE CHANNELS ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WHATSOEVER IN RELATION TO THE MEDIT SERVICES INCLUDING WITHOUT LIMITATION IN RELATION TO THE SALE, DISTRIBUTION OR USE, PERFORMANCE OR NON-PERFORMANCE THEREOF, PRODUCT LIABILITY, THIRD PARTY INTELLECTUAL PROPERTY CLAIMS, NON-COMPLIANCE WITH ANY APPLICABLE WARRANTY, LAW OR REGULATION, AND ANY CONTENT NOT PROVIDED BY THE CHANNELS.

    11.5 YOUR ONLY RIGHT AND REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE MEDIT SERVICES IS TO DE-INSTALL AND CEASE USE OF SUCH MEDIT SERVICES, SAVE IN RESPECT OF MEDIT SERVICES PURCHASED FROM A CHANNEL, IN WHICH CASE IF SUCH MEDIT SERVICE FAILS TO COMPLY WITH ANY APPLICABLE WARRANTY, YOU MAY BE ENTITLED TO CONTACT SUCH CHANNEL AND REQUEST A REFUND OF THE PURCHASE PRICE AS ITS EXCLUSIVE OBLIGATION IN ACCORDANCE WITH ITS APPLICABLE TERMS AND CONDITIONS.

    11.6 MEDIT DOES NOT ENDORSE OR WARRANT AND ACCEPTS NO LIABILITY FOR ANY CONTACT, CORRESPONDENCE, TRANSACTIONS OR LOSS AND DAMAGE THAT MAY ARISE BETWEEN YOU AND ANY THIRD PARTY THROUGH THE MEDIT SERVICES, WHETHER OR NOT SUCH THIRD PARTY ADVERTISES WITHIN THE MEDIT SERVICES.

    11.7 TO THE EXTENT THAT ANY JURISDICTION DOES NOT PERMIT ANY OF THE EXCLUSIONS OR LIMITATIONS SET OUT ABOVE, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU AND MEDIT’S LIABILITY WILL IN THAT CASE BE LIMITED AS FAR AS POSSIBLE UNDER APPLICABLE LAW.

     

  23.   General Provisions

12.1 Medit reserves the right to modify this Agreement at any time by notifying you by any reasonable means and/or by publishing the modified Agreement on the Medit Website. The modified Agreement shall become effective thirty days from such publication or notification, unless you accept the modified Agreement earlier. Such acceptance by you, or your continued use of any Medit Service after expiry of the notice period of thirty days, shall constitute your acceptance to be bound by the terms and conditions of the modified Agreement. You can access the latest version of this Agreement at https://medit.online/terms/.

12.2 Medit’s Privacy Statement, available at https://medit.online/privacy/, the Documentation, and all other applicable policies and instructions on the Medit Website or contained within or applicable to the Medit Services form part of this Agreement.

12.3 Should any term or provision hereof be deemed to be invalid, void or unenforceable this shall not affect the other terms of this Agreement, which shall remain in full force and effect.

12.4 The failure or delay by Medit to require performance of any provision hereof shall not affect its right at a later time to enforce such provision, or act as a waiver, unless such waiver is in writing and signed on behalf of Medit.

12.5 You cannot assign this Agreement or any rights or obligations hereunder. Medit may freely assign this Agreement or any rights or obligations hereunder to any person, without notice.

12.6 You acknowledge that any relevant Channel and/or its subsidiaries are third party beneficiaries of these Terms of Service and where their rights are affected shall be entitled to enforce the same against you.

12.7 This Agreement shall be governed by and construed in accordance with the laws of Ireland.

12.8 Any legal proceedings arising out of or relating to this Agreement or the Medit Services will be subject to the jurisdiction of the courts of Ireland.

 

© One15 Digital Xventures Ltd., all rights reserved. Last revised: 21 August 2017