- You acknowledge and agree that ReelDx does not give medical advice or provide medical or diagnostic services. Neither ReelDx nor any person or entity affiliated with ReelDx (a “ReelDx Entity”) warrants the accuracy or technical quality of any video transmitted through the ReelDx Platform or of any advice or information communicated in the video. Neither ReelDx nor any ReelDx Entity assumes any liability or responsibility for damages or injury to you, other persons, or property arising from any use of any information, idea, or instruction contained in the video.
- You agree that your use of the ReelDx Platform, including transmission, receipt or display of any video through the ReelDx Platform, will comply with applicable federal, state, and local laws, rules, and regulations.
- Use of the services provided by ReelDx is voluntary and offered as a convenience to you. Your decision to not use such services will not affect a patient’s right to health care or a provider’s right to practice. If you do not agree to these ReelDx Terms, do not use the Platform.
- ReelDx may store, view, analyze and maintain any video or other content that is transmitted through the ReelDx Platform. Such video or content may contain Personal Information or Protected Health Information, as defined in 45 CFR Part 160 and Part 164, Subparts A and E, as amended (the “Privacy Rule”). The only entities authorized to access your Personal Information and Protected Health Information are the provider who uploads the Information, the patient who downloads the information, and ReelDx employees. Such access is limited to the activities that are expressly permitted under the these ReelDx Terms and the “Privacy Rule.” As used herein, “Personal Information” means information that identifies an individual personally and “Protected Health Information” has the meaning given it in the Privacy Rule.
- ReelDx may extract De-Identified Information, as defined below, from any video or other content that is transmitted through or stored on the ReelDx Platform. This data-analysis process is done in the aggregate, is non-personal, and allows ReelDx to find correlations and patterns in the De-Identified Information. In consideration of ReelDx making its Platform available to you, you consent to ReelDx’s storage, viewing, analysis and maintenance of any video or other content that is transmitted through the ReelDx Platform. You hereby transfer and assign to ReelDx all right, title and interest in and to all De-Identified Information that ReelDx may derive from any video or other content that is transmitted through or stored on the ReelDx Platform. You agree that ReelDx may use, disclose, market, license and sell such De-Identified Information for any purpose without restriction, and that you have no interest in such information, or in the proceeds of any sale, license, or other commercialization thereof. You acknowledge that the rights conferred by this Section are material to ReelDx’s agreement to allow your use of its Platform for delivery of the You Service. As used herein: “De-Identified Information” means De-Identified Health Information and De-Identified Personal Information. “De-Identified Health Information” means health information that has been de-identified in accordance with the provisions of the Privacy Rule. Examples of De-Identified Health Information includes health conditions, treatments, and prescriptions that are not associated with Personal Information and could not reasonably identify you. “De-Identified Personal Information” means Personal Information from which a person’s name and other unique identifiers have been removed, and from which the person cannot reasonably be identified.
- You warrant and agree that any material you provide will not infringe or otherwise violate the intellectual property or other rights of others, and will not be otherwise unlawful, infringing, threatening, libelous, defamatory, obscene, pornographic, or in violation of any law.
- Rights not expressly granted to you herein are reserved to ReelDx. You shall not have any implied rights in, or to use of, the ReelDx Platform. All rights applicable to you are expressly set forth in these ReelDx Terms.
- You agree that money damages may not be a sufficient remedy for any actual or threatened breach of the provisions of these Terms by you and that, in addition to all other remedies, ReelDx is entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, and you further agree to waive, and to use your best efforts to cause its directors, officers, employees, and agents to waive, any requirement for the proving of actual money damages or securing or posting of any bond in connection with such remedy.
- REELDX IS MERELY A TECHNOLOGY PLATFORM AND DOES NOT OFFER MEDICAL ADVICE OR DIAGNOSES OR ENGAGE IN THE PRACTICE OF MEDICINE. REELDX SERVICES ARE NOT INTENDED TO BE, AND DO NOT CONSTITUTE, A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT AND ARE OFFERED FOR INFORMATIONAL PURPOSES ONLY. THE REELDX PLATFORM IS FURNISHED BY REELDX “AS IS” AND REELDX, ITS AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE REELDX PLATFORM OR ANY SERVICES HEREUNDER AND DISCLAIM ALL IMPLIED REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO YOUR USE OF THE YOU SERVICES OR THE REELDX PLATFORM, OR RESULTS DERIVED THEREFROM INCLUDING, BUT NOT LIMITED TO, ANY REPRESENTATIONS AND WARRANTIES (A) REGARDING COMPREHENSIVENESS, SUITABILITY, AVAILABILITY, COMPATIBILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THE REELDX LICENSED PLATFORM (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OR ANY WARRANTY THAT THE CONTENT SATISFIES GOVERNMENT REGULATIONS, AND (B) REGARDING THE TECHNICAL QUALITY OF THE INFORMATION TRANSMITTED, INCLUDING VIDEO RESOLUTION OR AUDIO QUALITY. NO REELDX EMPLOYEE, CONSULTANT, REPRESENTATIVE OR AGENT IS AUTHORIZED TO MAKE ANY STATEMENT THAT ADDS TO OR AMENDS THE WARRANTIES OR LIMITATIONS CONTAINED IN THIS ADDENDUM.
- NOTWITHSTANDING ANYTHING IN THESE REELDX TERMS TO THE CONTRARY, IN NO EVENT SHALL REELDX, ITS AFFILIATES OR ITS LICENSORS, OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY WHOSE CLAIM IS RELATED TO USE OF THE REELDX PLATFORM, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR: (A) DAMAGES OF ANY KIND ARISING OUT OF THE USE OF, ACCESS TO, RELIANCE ON, INABILITY TO USE, OR IMPROPER USE OF THE REELDX PLATFORM OR (B) ANY CLAIMS, DAMAGES OR COSTS OF ANY NATURE IN AN AMOUNT EXCEEDING THE LICENSE FEES PAID BY YOU TO REELDX DURING THE TWELVE (12) MONTHS PRECEDING THE EARLIEST EVENT GIVING RISE TO SUCH SPECIFIC INSTANCE OF LIABILITY. IN NO EVENT WILL REELDX, ITS SUBSIDIARIES OR AFFILIATES, OR ANY OF ITS OR THEIR SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR YOUR PATIENTS OR ANY THIRD PARTY WHOSE CLAIM IS RELATED TO THIS ADDENDUM, UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY AS WELL AS THE DISCLAIMERS SET FORTH HEREIN ARE INDEPENDENT OF ANY REMEDIES SET FORTH HEREIN AND WILL SURVIVE AND APPLY EVEN IF SUCH REMEDIES ARE FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS A MATERIAL PART OF THE CONSIDERATION PROVIDED BY YOU IN EXCHANGE FOR THE RIGHTS YOU HAVE BEEN GRANTED HEREUNDER.
- Providers utilizing the Platform are not employees or independent contractor service providers of ReelDx. Any opinions, advice, or information expressed by a provider are those of the provider. They do not reflect the opinions of ReelDx. ReelDx does not recommend or endorse any specific tests, providers, products, procedures, devices, opinions, or other information that may be mentioned by a provider in a video or other content that is transmitted through or stored on the ReelDx Platform. Each provider who utilizes the Platform is solely responsible for all aspects of the medical care he or she provides, including quality and levels of such care and treatment.
- You shall defend, indemnify and hold harmless ReelDx and its licensors and affiliates and their respective officers, directors, employees, contractors and agents, from all claims, damages, liabilities, and expenses (including reasonable attorneys’ fees and court costs) arising out of, connected with, or resulting in any way from any third party action, claim, or any other assertion of a legal right (including by a government entity), even if the claim is groundless, fraudulent, or false, in connection with, resulting from, arising out of, or relating to, your: (a) use of the ReelDx Platform; (b) provision of any content via the ReelDx Platform to patients or other third-parties by you; or (c) modification made to the ReelDx Platform by you. If you are a governmental entity subject to statutory limitations that apply to this section, you shall provide the indemnifications to the full extent permitted by the statutory limitations but not in violation of such limitations. In the event of an action subject to indemnification hereunder, you shall provide written notice to ReelDx in a timely manner after you receive actual notice of the existence of a claim. You shall have the right, at your expense, to employ counsel reasonably acceptable to ReelDx to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon ReelDx may be effected without the prior written consent of ReelDx. ReelDx will cooperate in such action by making available to you, at your expense, records reasonably necessary for the defense of the claim.
- If any provision of these ReelDx Terms is determined to be invalid or unenforceable under any applicable law, it shall be deemed omitted and the remaining provisions shall continue in full force and effect. These terms may be modified only in writing authorized by ReelDx. ReelDx’s waiver of any right shall not constitute a waiver of that or any other right in the future. These ReelDx Terms shall be governed by and construed in accordance with the laws and exclusively in the state and federal courts of the State of Oregon, USA. These ReelDx Terms constitute the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements, and undertakings, oral or written, are hereby expressly superseded and canceled. Should you have any questions regarding these ReelDx Terms, you may contact ReelDx at the email address or telephone numbers set forth below.
Telephone: 1–855-MY REELDX or 503–715–2656