Terms of Service

These Terms of Service and the privacy policy, (“Terms”) govern the access or use by you of TailorMed’s Website available at https://tailormed.co/ (together with its subdomains, Content, Marks and services, the “Website”) provided by TailorMed Medical Inc. its subsidiaries and any of its affiliates (“TailorMed”, “we”, “us” or “our”).

Unless otherwise agreed in writing, these Terms are determining your relationship with us, supersede any prior agreements or presentations and constitute the entire agreement between you and TailorMed, in connection with your use of the Website. By accessing and using the Website, you are agreeing to these Terms, and thus establishing a contractual relationship between you and TailorMed. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING OUR WEBSITE. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ACCESS OR OTHERWISE USE OUR WEBSITE OR ANY INFORMATION CONTAINED HEREIN.

1. Background. This Website is intended to provide you with information related to our products, systems, technology, services and any other content related thereto, and enable you to contact us via the Website.

As part of the Company’s offerings, the Company operates the Patient Experience Web Application (the “Application”). Any use of the Application is subject to the TailorMed Patient Facing Application Terms of Use https://tailormed.co/terms-of-service-consumer-app/ which are incorporated into these Terms by reference.

2. Proprietary Rights. As between TailorMed and you, TailorMed or its licensors own and reserve all rights, title and interests in and to ; (i) the Website, the content therein and all hardware, software and other items used to provide the Website, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services, other than the rights explicitly granted to you to use the Website in accordance with these Terms (“Content”); (ii) the trademarks, service marks and logos contained therein (“Marks”), “TailorMed”, the TailorMed logo, and other marks are Marks of TailorMed or its affiliates. No title to or ownership of any proprietary rights related to the Website is transferred to you pursuant to these Terms. All rights not explicitly granted to you are reserved by TailorMed. In the event that you provide comments, suggestions or recommendations to TailorMed in connection with the Website (including, without limitation, regarding modifications, enhancements, improvements or other changes to the Website) (collectively, “Feedback”), you hereby grant TailorMed a world-wide, royalty-free, irrevocable, perpetual license to use and otherwise incorporate to its Website any Feedback provided. Content on the Website is provided to you for your information and personal use only. You may not (i) remove any copyright, trademark or other proprietary notices from any portion of the Website; (ii) reproduce, modify, distribute, sell, distribute, use, transmit, display, license, sublicense, download, decompile, or lease any Content and any part of the Website except as expressly authorized herein; or (iii) reverse engineer or attempt to extract the source code of the Website, unless you have TailorMed’s prior written permission to do so. If you download or print a copy of the Content you must retain all copyright and other proprietary notices contained therein.

3. Ability to Accept Terms. The Website is only intended for individuals aged eighteen (18) years or older. If you are under eighteen (18) years please do not visit or use the Website.

4. Website Access. For such time as these Terms are in effect, we hereby grant you permission to visit and use the Website provided that you comply with these Terms and applicable law.

5. Further Restrictions. You shall not: (i) disrupt servers or networks connected to the Website; (ii) use or launch any automated system (including without limitation, “robots” and “spiders”) to access the Website; and/or (iii) circumvent, disable or otherwise interfere with security-related features of the Website or features that prevent or restrict use or copying of any Content or that enforce limitations on use of the Website.

6. Payments to TailorMed.Except as expressly set forth in the Terms, your general right to access and use the Website is currently for free, but TailorMed may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Website unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Website.

7. Privacy Terms.

As the Website intended to provide information to you about our services and products, it is generally does not involves collection of personal information. We will use any personal information that we may collect or obtain in connection with the Website in accordance with our privacy policy, which is available at https://tailormed.co/terms-of-service/. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy

8. Third Parties’ Links and Websites.The Website enables you to view, access, link to, and use content from Third Party Sources (defined below) that are not owned or controlled by us (“Third Party Content”). In addition, the Website may contain links to third party websites (e.g. social networks), special offers, or other events or activities that are not owned or controlled by us (“Third Party Source(s)”). We have no control over those websites, and assume no responsibility and/or liability for the content, privacy policies, or practices of any Third Party Sources. In addition, we will not and cannot censor or edit the content of any third-party site. If you access any third party’s website, service, or content from our Website, you do so at your own risk. We do not endorse any advertising, promotions, campaigns, products, services or other materials that is included in any Third Party Content or that is communicated to you from a Third Party Source. By using the Website, you expressly release TailorMed (and its owners, employees, agents, affiliates, and/or licensors) from any and all liability arising from your use of any Third Party Content and from your interaction with any Third Party Source, information, materials, products, or Website. Accordingly, we encourage you to be cautious and to read the terms and conditions and privacy policy of each other website that you visit. By using the Website you may be exposed to Third Party Content that is inaccurate, offensive, indecent, or objectionable. You always have the choice of deciding whether or not to interact with a Third Party Source or to view and use Third Party Content. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly.

9. Information Description. We attempt to be as accurate as possible. However, we cannot and do not warrant that the Content available on the Website is accurate, complete, reliable, current, or error-free. We reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility.

10. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Website, and your use thereof, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce the Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of TailorMed, its users or the public.

11. Links.The Website may contain links, and may enable you to post content, to third party websites that are not owned or controlled by TailorMed. We are not affiliated with, have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third party website; and (ii) expressly release TailorMed from any and all liability arising from your use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit. TailorMed permits you to link to the Website provided that: (i) you link to but do not replicate any page on this Website; (ii) the hyperlink text shall accurately describe the Content as it appears on the Website; (iii) you shall not misrepresent your relationship with TailorMed or present any false information about TailorMed and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website that you do not own; (v) your website, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.

12. No Warranties

12.1. This Section applies whether or not the services provided under the Website are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.

12.2. THE WEBSITE IS PROVIDED “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TAILORMED MAKES NO – AND SPECIFICALLY DISCLAIMS ALL – REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE WEBSITE WILL BE ERROR-FREE OR FREE OF HARMFUL COMPONENTS; THAT THE DATA YOU PROVIDE WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED; OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING EXCLUSIONS. IN SUCH AN EVENT, SUCH EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

12.3. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE THAT WHEN USING THE WEBSITE, YOU MAY FIND THAT ACTUAL CONDITIONS DIFFER FROM THE INFORMATION PROVIDED REGARDING OUR SERVICES OR ANY OTHER REPRSENTATIONS AND INFORMATION THAT IS DELIVERED TO YOU IN THE COURSE OF YOUR USE OF THE WEBSITE, SO EXERCISE YOUR INDEPENDENT JUDGEMENT.

13. Limitation of Liability.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TAILORMED, ITS OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST DATA, PROFITS OR REVENUE), HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF TAILORMED HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF TAILORMED, ITS OFFICERS, EMPLOYEES, AGENTS OR SUPPLIERS, RELATING TO THE WEBSITE WILL BE LIMITED TO THE GREATER OF USD 100 OR THE AMOUNT YOU PAID TAILORMED, IF ANY, IN THE LAST 12 MONTHS. THE LIMITATIONS AND EXCLUSIONS APPLY REGARDLESS OF WHETHER THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SUCH AN EVENT, THIS LIMITATION WILL NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY APPLICABLE LAW. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

14. Indemnification.To the extent permitted by law, you will defend, indemnify and hold TailorMed, its officers, employees, agents or suppliers harmless from any and all claims, demands, losses, liabilities and expenses (including costs and attorneys’ fees) made by any third party due to or arising out of (i) your use of the Website, (ii) your violation of these Terms, or (iii) your violation of any applicable law or the rights of any third party including without limitation any copyright, property, publicity or privacy right. TailorMed reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify TailorMed, and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without TailorMed’s prior written consent. TailorMed will use reasonable efforts to notify you of any such claim or demand that is subject to your indemnification obligation. The foregoing indemnification undertakings will survive any termination of these Terms or termination of your use of the Website.

15. Term and Termination.These Terms are effective until terminated by TailorMed or you. TailorMed, in its sole discretion, has the right to terminate these Terms and/or your access to the Website, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). TailorMed shall not be liable to you or any third party for termination of the Website, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Website in any way, your only recourse is to immediately discontinue use of the Website. Upon termination of these Terms, you shall cease all use of the Website. This Section 15 and Sections 2 (Proprietary Rights), 7 (Privacy Terms), 12 (No Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 16 (Independent Contractors & Entire Agreement) to 21 (Contact Us) shall survive termination of these Terms.

16. Independent Contractors & Entire Agreement. You and TailorMed are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and TailorMed. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of TailorMed. These Terms shall constitute the entire agreement between you and TailorMed concerning the Website.

17. Governing Law.These Terms shall be governed and construed in accordance with the laws of the State of New York, without giving effect to any conflict or choice of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located in the State of New York, New York City, with respect to this Terms or your use of the Website, and hereby waive any jurisdictional, venue, or inconvenient forum objections to such courts. The above notwithstanding, TailorMed may seek injunctive relief to preserve its rights or to enjoin a violation of these Terms, in any relevant jurisdiction.

18. Waiver & Severability.If any provision of these Terms is held to be invalid, illegal or unenforceable for any reason by a court of competent jurisdiction, the provision shall be modified to the extent necessary to make it enforceable while, to the maximum extent possible, reflecting the intent of the parties, and, in any event, shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

19. Assignment & Transfer.We may assign, transfer or otherwise dispose of our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Website without our written permission.

20. Changes to These Terms.We may, at our discretion, change, revise or modify these Terms from time to time, and any such revision or modification shall take effect upon the posting of the modified or revised Terms. You are solely responsible for checking the Terms for updates or changes, and we recommend you do so on an ongoing basis to ensure that you agree with its updated terms. You can easily discern if any changes have been made in the Terms by checking the “Last Updated” date at the top of the Terms. Your continued use of our Website following the posting of changes to this Terms or receipt of notice, whichever occurs first, means that you accept those changes. If you do not agree with our changes to the Terms, you may not continue to access and use our Website.

21. Contact Us.If you have any questions about these Terms, please contact us at [email protected].