Nexus-MD Terms of Use

Effective Date: October 1, 2022

Welcome, and thank you for your interest in Nexus-MD, Inc. (“Nexus-MD,” “we,” or “us”) and our website at www.Nexus-MD.com (the “Site”), along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the “Service”). These Terms of Use are a legally binding contract between you and Nexus-MD regarding your use of the Site and the Service. Please read the following terms carefully before using the Service. By using the Service, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions, including the Nexus-MD Privacy Policy https://www.nexus-md.com/privacy-policy (together, the “Terms”). If you are not eligible, or you do not agree to the Terms, then you do not have our permission to use the Service. 

1. Nexus-MD Service Overview

​ The Service is a personal health information retrieval and management service that allows users of the Service ("Members") to consolidate certain health information ("Patient Information") through the Service and share information with others (including family members, doctors and other third-party providers). The Service is provided to you by Nexus-MD as an aid to assist you in organizing and managing your health information.

2. Nexus-MD Service Overview

You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age, and (b) your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have the authority to bind you to these Terms, and you agree to be bound by these Terms. 

3. Accounts and Registration

​ To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at support@Nexus-MD.com. 

4. Changes to the Terms

​ We may periodically make changes to these Terms. When we do, we will update the “Last Updated” date above. It is your responsibility to review the most recent version of these Terms and remain informed of any changes. You agree that your continued use of the Service after the effective date of any changes will constitute your acceptance of the changed Terms for your continued use. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. 

5. Changes to the Service

​ We reserve the right to modify or discontinue, temporarily or permanently, all or a part of the Service without notice. We will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

6. Limited License

Subject to your complete and ongoing compliance with these Terms, Nexus-MD grants you, solely for your personal, non-commercial use,  a limited,  non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for non-commercial purposes to learn more about Nexus-MD products and services. No other use of the Service is authorized. 

7. Feedback

​ Nexus-MD may provide you with a mechanism to provide feedback, suggestions, and ideas about the Service or us (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications or improvements to the Service, our products, or related services. You hereby grant us an unrestricted, perpetual, worldwide, fully transferable, sublicensable, irrevocable, fully-paid, royalty-free right to exploit the Feedback in any manner for any purpose.

8. Restrictions

​ You must comply with all applicable laws when using the Service. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Service (“Service Content”) or compile or collect any Service Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Service or store, copy, modify, distribute, or resell any Service Content; (c) rent, lease, or sublicense your access to the Service; (d) use the Service or Service Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Service; (f) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Service; (g) use the Service in a manner that threatens the integrity, performance, or availability of the Service; (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Service or Service Content, or (i) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right.

9. Ownership

​ The Service is owned and operated by Nexus-MD. We or our licensors retain all right, title, and interest in and to the Service and Service Content and any trademarks, logos, or service marks displayed on the Service or in the Service Content (“Marks”). The Service, Service Content, and Marks are protected by applicable intellectual property laws. Except as expressly authorized by Nexus-MD, you may not make use of the Service, Service Content, and Marks. Nexus-MD reserves all rights not granted expressly in these Terms. 

10. Privacy Policy

 Please read the Nexus-MD Privacy Policy https://www.nexus-md.com/privacy-policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms. 

11. Links and Third Party Content

​ The Service may contain links to third party products, services, and websites. We exercise no control over the third party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites.Additionally, if you follow a link or otherwise navigate away from the Service, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third party websites to which you navigate to from the Service.

12. Communications

Email. We may send you emails concerning out products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself. Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

13. Termination

If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Nexus-MD may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by discontinuing use of the Service and deleting your account or contacting customer service at support@ Nexus-MD.com.  Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; Sections 7, 9, 13(b), 14-19 will survive. 

14. Disclaimer of Warranties

​ YOUR USE OF THE SERVICE AND SERVICE CONTENT IS AT YOUR SOLE RISK. THE SERVICE AND SERVICE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Nexus-MD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICE OR SERVICE CONTENT, AND YOU RELY ON THE SERVICE AND SERVICE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Nexus-MD OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. HOWEVER, Nexus-MD DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT Nexus-MD IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. ​

15. Limitation of Liability

​ Nexus-MD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Nexus-MD HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE SERVICE AND SERVICE CONTENT. UNDER NO CIRCUMSTANCES WILL Nexus-MD’ TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR SERVICE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED $50. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

16. Indemnity

​ You will indemnify and hold Nexus-MD, and affiliates, officers, agents, and employees, harmless from any costs, damages, expenses, and liability caused by your use of the Service or Service Content, your violation of these Terms, or your violation of any rights of a third party through use of the Service or Service Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

17. General Terms

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Nexus-MD regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. 

18. Legal Notices

These Terms are governed by the laws of the State of California without regard to conflict of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Service will lie in the state and federal courts located in San Francisco County, and you irrevocably agree to submit to the jurisdiction of such courts. The failure of Nexus-MD to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Nexus-MD in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to”.

19. Contacting Nexus-MD

 If you have any questions or concerns about the Service or these Terms, you may contact us by email at support@Nexus-MD.com, or write to us at:

Nexus-MD
1729 N. First Street
San Jose, CA 95112