Terms Of use

MEDWATCH TECHNOLOGIES, INC.

TERMS OF USE

These terms of use (“Terms of Use”) and our Privacy Policy (together “Terms”) constitute a binding legal agreement between Medwatch Technologies, Inc. and its subsidiaries and affiliates (“we”, “our”, or “us”) and you, a person or entity (“you” or “your”) for your access to and use of our website and your response to our surveys. Each of us and you are referred to individually as a “Party” and collectively as “Parties”.

If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such company or other legal entity to these Terms,

and “you”, “your” as used herein will mean such company or legal entity.

Defined terms are as specified throughout these Terms and are identified in quotes. The singular meaning of a defined term will have the same meaning as the plural meaning and vice versa.

When section is used, it is referring to a section of this Terms of Use.

**** The provisions of these Terms which are surrounded by asterisks are to let you know that these terms are important. ****

By accessing and using our website and responding to our surveys, you agree to these Terms.

**** If you do not wish to be bound by these Terms, please do not use our website or respond to our surveys. ****

1. Use of our Website

You may not use our website for any purpose that is (a) unlawful or (b) prohibited by these Terms or any applicable law.

You agree not to: (a) attempt to bypass or break any security mechanism of our website, and/or use our website in any other manner that possesses a material security us or any of our customers; (b) attempt to gain unauthorized access to our website or its related systems and networks; (c) provide deceptive or false information through our website; or (d) distribute or incorporate any content with the ability or intent to damage or harm, interfere with, restrict, impede, deny service to, interrupt, or disrupt.

Further, you agree not to post or transmit any threatening, hateful, harassing, libelous, defamatory, obscene, inflammatory, pornographic, profane, illegal, or otherwise inappropriate material through our website.

2. Response to our Surveys

You are only eligible to respond to our surveys, if you are at least 18 years of age or of legal age of majority in the country, state, region or province where you reside.

You agree to provide truthful, accurate, and complete responses to our surveys. You agree that we can use your responses to improve our products and services.

You agree not to: (a) intentionally respond to a Survey with disinformation; (b) violate the rights of others; or (c) incorporate any content with the ability or intent to damage or harm, interfere with, restrict, impede, deny service to, interrupt, or disrupt.

3. Ownership

Our website and all of its content are owned by us and our content providers and are protected by copyright, trademark, and other applicable law.

All responses to surveys and content of the surveys are owned by us, and are protected by copyright, trademark, and other applicable laws.

Any trademarks, logos, service marks, and other marks and indicators of source or origin (collectively “Trademarks”) that are displayed on our website or in our surveys are our proprietary property or our respective licensors. Nothing contained in our website or our surveys should be construed as a license or right to use any Trademark displayed on our website or our surveys. You may not use, copy, modify or display any of the Trademarks appearing on our website or surveys without our express written permission or the express written permission of the trademark owner.

4. Third-Party Websites

Our website may contain links to third-party websites and services, including social media (collectively, “External Sites”). We provide links to External Sites for your convenience only. If you access External Sites, you do so at your own risk.

External Sites are not under our control and we do not take responsibility for External Sites or for any information or materials on, or any form of transmission received from, any External Site. The inclusion of a link does not imply our endorsement of an External Site or any association with the operators of the External Site. We do not investigate, verify, or monitor the External Sites.

5. Disclaimers

To the extent permitted by applicable law, we disclaim any warranty of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

While our website and our surveys have been compiled in good faith, we make no warranty or representation about the accuracy or completeness of our website’s content or our surveys.

**** Our website and our surveys, including any information or content contained in our website or our surveys, are provided on an “AS IS” basis. ****

6. Limitation of Liability

**** To the extent permitted by applicable law, in no event will we be liable for any damages, including, but not limited to, direct, indirect, incidental, special, consequential, or punitive damages, arising out of, resulting from, caused by, related to, or in connection with your use of our website, any information contained on our website or any linked website, your response to our surveys, or any information contained in our surveys, whether any action alleging such damages is brought in contract, negligence, tort, or otherwise. ****

**** The exclusions and limitations set forth in this section are fundamental elements of the basis for the bargain between us and you. ****

7. Indemnification

You agree to indemnify, defend, and hold us harmless from and against any third party claims, actions, liabilities, losses, costs, expenses, or damages of any nature whatsoever (including attorney’s fees) arising from or related to your misuse of our website or our surveys or your violation of these Terms.

8. Governing Law

These Terms and any dispute or claim arising out of, resulting from, caused by and/or related to, its subject matter, or its formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of the state which has venue and jurisdiction, without reference to its conflicts of laws and choice of law rules or principles. The Parties irrevocably agree that the California Superior Court of San Francisco County, California, will have exclusive venue and jurisdiction to adjudicate and settle any dispute or claim arising

out of, resulting from, caused by, and/or related to these Terms, its subject matter, or its formation (including non-contractual disputes or claims). The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from application to these Terms.

9. Dispute Resolution and Arbitration

We are confident that we can resolve most concerns quickly and to your satisfaction. Please contact us as specified in section 13 below.

**** After an informal dispute resolution process, if the Parties agree that any remaining dispute, claim, or controversy between the Parties arising out of, resulting from, in connection with, or relating in any way to the terms and conditions of the Terms or to your relationship with us as a user of our website or responding to our surveys (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) will be determined by mandatory, binding, individual arbitration administered by American Arbitration Association (“AAA”), conducted in the English language, without appeal or review except as permitted by law (for purposes of

clarification, no class action arbitration is permitted under the terms and conditions of these Terms). ****

The arbitrator may award injunctive relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by the Party’s individual claim.

A Party who intends to seek arbitration must first send a written notice of the dispute to the other Party, by electronic mail (“Dispute Notice(s)”). Our email address for Dispute Notices is: legal@medwatchtech.com. The Dispute Notice must (a) describe the nature and basis of the claim or dispute; and (b) specify the specific relief sought (“Demand”). The Parties agree to use good faith efforts to resolve the dispute directly, but if we do not reach an agreement to do so within thirty days (30) after the Dispute Notice is received, either Party may start an arbitration proceeding. Any arbitration between the Parties will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. We can also help put you in touch with the AAA. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules.

During the arbitration, the amount of any settlement offer made by either Party may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event the dispute between the Parties is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of our last written settlement offer, then we will instead pay you either the amount of the award or one thousand dollars ($1,000.00 USD), whichever is greater. All documents and information disclosed in the course of the arbitration will be kept strictly confidential by the recipient. All documents and information disclosed will also not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award, and will not be disclosed except in confidence to persons who have a need to know for such purposes, or as required by applicable law.

Regardless of the terms in the above paragraphs, the Parties both agree that nothing in the arbitration clauses will waive, preclude, or otherwise limit either of our rights, at any time, to bring an individual: (a) action in a U.S. small claims court; (b) claims for (i) defamation; (ii) violation of the Computer Fraud and Abuse Act, or (iii) infringement or misappropriation of your or our intellectual property; or (c) action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this arbitration clause doesn’t stop either Party from bringing issues to the attention of federal, state, or local regulatory agencies. Such regulatory agencies can, if the law allows, seek relief against us on your behalf (or vice versa).

10. Entire Agreement

These Terms contain the full understanding of the Parties with respect to the specific subject matter hereof and supersedes and cancels all other previous agreements, negotiations, commitments, discussions, and warranties, whether oral or in writing, with respect to such subject matter.

11. Modifications

We reserve the right to modify these Terms of Use, at any time, without prior notice, to you.

Therefore, we recommend that you read these Terms of Use carefully each time you use our website. Any modifications to the Terms of Use will be effective upon posting. Your continued use of our website after any modifications indicates your acceptance of the modified Terms of Use.

12. Severability

If any provision of these Terms is declared void or unenforceable, such provision will be deemed severed from these Terms, and the remainder of these Terms will otherwise remain in full force and effect.

13. Contact Us

In order to provide us with information on the “Contact Us” page or “Subscribe” pages of our website, you agree that you are at least 18 years of age or of legal age of majority in the country, state, region or province where you reside.

Any information, material, or ideas that you submit to us via our website will be considered non-confidential and non-proprietary. We are free to copy, disclose, incorporate, and otherwise use anything that you submit to us via our website without notice, compensation, or other obligation to you.

We welcome comments, questions, concerns, or suggestions. Please send us feedback via (a) email at legal@medwatchtech.com or (b) our website at https://medwatchtech.com under the website pages entitled “Contact Us” or “Subscribe”.

These Terms of Use were last updated: August 12, 2024