WEBSITE ACCEPTABLE USE POLICY

This website acceptable use policy sets out the terms between you and us under which you may access our website www.MedWand.com (our site). This website acceptable use policy applies to all users of, and visitors to, our site.

Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our “ Terms of Service Policy”.

http://www.medwand.com/ is a site operated by MedWand Solutions, Inc. ("We"). We are a Nevada registered corporation and have our registered office at 23162 Arroyo Vista, Rancho Santa Margarita, CA 92688 and we do business under the trade names of “MedWand” and “MedWand Digital Health.”

PROHIBITED USES

You may use our site only for lawful purposes. You may not use our site:

• in any way that breaches any applicable local, national or international law or regulation;

• in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

• for the purpose of harming or attempting to harm minors in any way;

• to send, knowingly receive, upload, download, use or re-use any material which does not comply with our Content Standards.

• to transmit, or procure the sending of, any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation (spam); or

• to knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

• Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our “ Terms of Service Policy  ”.

You also agree not to access without authority, interfere with, damage or disrupt:

• any part of our site;

• any equipment or network on which our site is stored;

• any software used in the provision of our site; or

• any equipment or network or software owned or used by any third party.

INTERACTIVE SERVICES

We may from time to time provide interactive services on our site, including, without limitation:

• forums;

• bulletin boards; and

• Other community sections

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical). We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not. The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them. Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

CONTENT STANDARDS

These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it. You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole. Contributions must:

• be accurate (where they state facts);

• be genuinely held (where they state opinions); and

• comply with applicable law in the United States and in any country from which they are posted.

Contributions must not:

• contain any material which is defamatory of any person;

• contain any material which is obscene, offensive, hateful or inflammatory;

• promote sexually explicit material;

• promote violence;

• promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

• infringe any copyright, database right or trade mark of any other person;

• be likely to deceive any person;

• be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

• promote any illegal activity;

• be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;

• be likely to harass, upset, embarrass, alarm or annoy any other person;

• be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

• give the impression that they emanate from us, if this is not the case; or

• advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.

SUSPENSION AND TERMINATION

We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate. Failure to comply with this acceptable use policy constitutes a material breach of the “ Terms of Service Policy ” upon which you are permitted to use our site, and may result in our taking all or any of the following actions:

• immediate, temporary or permanent withdrawal of your right to use our site;

• immediate, temporary or permanent removal of any posting or material uploaded by you to our site;

• issue of a warning to you;

• legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;

• further legal action against you; or

• disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.

CHANGES TO THE WEBSITE ACCEPTABLE USE POLICY

We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.

Summary

• MedWand is committed to protecting the privacy of its User’s Personal Information.

• MedWand does not lease, sell , or rent the User’s Personal Information without the User’s express written consent.

• MedWand is committed to providing a secure, user-controlled environment for its Products and Services.

• This summary provides highlights of MedWand’s full Privacy Policy and applies to MedWand’s collection and management of the User’s Personal Information. MedWand strongly encourages all Users to read the full Privacy Policy.

Definitions

• “MedWand” means MedWand Solutions, Inc., whose principal place of business is located at 23162 Arroyo Vista, Rancho Santa Margarita, CA 92688.

• “R&D” means research and development activities performed by MedWand on User data, including Personal Information, Image Data, Medical Data and Self-Reported Information. These activities may include, among other things, improving our Products or Services and/or offering new products or services; performing quality control activities; conducting data analysis which may lead to and/or include commercialization with third-parties; and reference by other users and/or healthcare providers to better understand symptoms or conditions.

• “Research” means scientific research that MedWand performs alone or in conjunction with third-party contractors with the intent to publish in peer-reviewed scientific journals. Research uses only Image Data, Medical Data and Self-Reported Information from Users who have consented as “consent” is defined in the applicable Consent Document. Research activities do not include R&D.

• “Product” or “Products” means all equipment, hardware or devices that are manufactured or delivered or provided by MedWand; including but not limited to the MedWand Device, Evaluation Kit Package, Mobile Clinic Package, Remote Clinic Package, Office Clinic Package and any successor or subsequent version or model of any MedWand equipment, hardware or devices.

• “Service” or “Services” means all software, website or web platform communication amenities or portals; any information or access to information provided or facilitated by MedWand’s web-based portals or platforms to provide support for a Product or information derived or transmitted by a Product; and/or any other services provided by MedWand or its affiliates.

• “Third Party Service or Services” may or may not involve consulting or medical services provided by a physician or other healthcare provider, using Internet or telemedicine or other electronic communication.

• “Third Party Use or Uses” may or may not involve consulting or medical services provided by a physician or other healthcare provider, using Internet or telemedicine or other electronic communication.

• “User” or “Users” means any individual authorized by MedWand to utilize the Products and Services provided by MedWand, including those individuals acting on behalf of an authorized User, or individuals with legal authorization for the User.

• “Personal Information” means information that can be used to identify the User, either alone or in combination with other information. MedWand collects and stores the following types of Personal Information (see Terms of Service for a full list of related definitions):

  • “Aggregated Data” means a collection of data from some or all MedWand users, including, but not limited to, Image Data, Medical Data and Self-Reported Information (MedWand will endeavor to remove all Registration Information and other Personal Information other than Self-Reported Information from the Aggregated Data sufficient to minimize the possibility of exposing individual-level information while still providing evidence for scientific research purposes).

  • “Image Data” means any images or videos captured using Products or Services provided by MedWand.

  • "Medical Data" means any User-specific vital signs including but not limited to respiratory rate, pulse, blood oxygen level, lung sounds, heart sounds, abdominal sounds, body temperature, blood pressure, blood chemistry, ECG, heart rate, weight, blood pressure, respiratory function, blood glucose level or any other vitals captured using Services or Products provided by MedWand including vital signs captured through third party sensors operating through or in conjunction with Services or Products provided by MedWand.

  • “Registration Information” means the information that the User provides when registering for and/or purchasing Products or Services provided by MedWand (e.g. name, email, address, user ID and password, and payment information).

  • “Personally Identifiable Information” means personal data that can be used to identify the User such as email, first and last name, medical record, birth date, Internet Protocol (IP) address numbers, and/or device identifiers and serial numbers.

  • “Self-Reported Information” means all information that the User enters into surveys, forms, or features while signed in to MedWand accounts including, but not limited to, health information, symptoms, disease conditions, treatment information, healthcare provider identification, personal traits, ethnicity, family history, and other information.

  • “User Content” means all information, data, text, photographs, graphics, video, software, music, audio, messages, or other materials—other than Self-Reported Information—generated by Users of Products or Services provided by MedWand, and transmitted, whether publicly or privately, to or through MedWand.

  • “Web Behavior Information” means all information related to usage of the MedWand website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.

How MedWand Uses User Information

• MedWand collects and maintains Personal Information for all purposes necessary to ensure the regular operation of the User’s accounts and/or availability of its Products or Services. These purposes include, among other things, providing the User with current Products or Services; improving, upgrading and/or maintaining Products or Services; offering new products or services; informing the User about events; inviting the User to participate in specific research projects; contacting the User to obtain testimonials or for other promotional purposes; performing quality control activities; conducting other R&D; and, with the User’s express written consent, conducting Research.

• MedWand uses Registration Information to enable and authorize purchases, inform the User about updates to the mobile application and website, provide customer service, manage Products or Services, and authenticate and monitor the User’s website visits and usage.

• MedWand may use in its Products or Services and/or disclose to third parties “Aggregated Data” strictly for scientific research purposes.

• If the User consents to participate in Research, MedWand may also grant qualified research contractors—who are supervised by MedWand and subject to MedWand’s access rules and guidelines—access to the User’s individual-level Image Data, Medical Data and/or Self-Reported Information on site at MedWand’s offices for the purpose of conducting scientific research. Similarly, if the User consents to the use of individual-level data in the Research Portal feature, qualified researchers (who must comply with certain requirements) may access that User’s individual-level Image Data, Medical Data and/or Self-Reported Information for the purpose of conducting scientific research, which may lead to publication of that information in peer-reviewed scientific journals.

• If the User does not consent to participate in Research, MedWand may still use the User’s Image Data, Medical Data and/or Self-Reported Information for R&D purposes as described above. This usage may include disclosure of Aggregated Data to third-party non-profit and/or commercial research partners who will not publish that information in peer-reviewed scientific journals. It may also include reference by other users and/or healthcare providers to better understand symptoms or conditions. Personally Identifiable Information will be removed for usage for this purpose.

• Except as otherwise set forth herein, MedWand will not release individual-level Image Data, Medical Data and/or Self-Reported Information to a third-party without first obtaining the User’s express written consent to do so, unless required by law.

• MedWand uses Web Behavior Information to track and monitor the aggregate usage of its website, for R&D, for quality control, to improve Products or Services, and/or to target advertising for products and services. Additionally, if the User consents to participate in Research as described in the applicable Consent Document, the User’s Web Behavior Information may be used and disclosed to third parties in aggregate form for Research, which may lead to publication of that information in peer-reviewed scientific journals. If the User does not consent to participate in Research, MedWand may still use the User’s Web Behavior for R&D purposes as described above. This usage may include disclosure of Aggregated Data to third-party non-profit and/or commercial research partners who will not publish that information in peer-reviewed scientific journals. It may also include reference by other users and/or healthcare providers to better understand symptoms or conditions. Personally Identifiable Information will be removed for usage for this purpose.

• Registered Users can share their Personal Information, including any Image Data, Medical Data, Medical Data and any other stored information, with any healthcare provider upon the User’s request.

• In all instances whereby MedWand may use or share the User’s information stripped of Personally Identifiable Information (User name or identifying information) without the User’s consent as described in this Privacy Statement, the User may elect to opt-out of the sharing of this information, either through our Products or Services or by contacting the Privacy Officer at info@MedWand.com .

Information Disclosure

• The User should not to share any sensitive health information when communicating with MedWand’s support and customer service team. Health information should be shared with the User’s medical provider, an appropriate healthcare professional, or directly with MedWand via our secure app and server. The support and customer service teams are not healthcare professionals and cannot offer medical advice.

• MedWand will not disclose any Personally Identifiable Information to any third-party, except under the following circumstances:

  • Partners or service providers (e.g. credit card processors) use and/or store the information in order to provide Products or Services.

  • If the User consents to participate in Research, qualified research contractors—who are supervised by MedWand and subject to MedWand’s access rules and guidelines—may access individual-level Image Data, Medical Data and Self-Reported Information onsite at MedWand’s offices for the purpose of conducting scientific research only.

  • If the User consents to the use of individual-level data in the Research Portal feature, qualified researchers (who must comply with certain requirements) may access individual-level Image Data, Medical Data and/or Self-Reported Information for the purpose of conducting scientific research, which could lead to commercial use, such as publication of that information in peer-reviewed scientific journals.

  • MedWand is required to do so by law or we do so in coordination with regulatory authorities (see the section below titled “Information Disclosure Required By Law”).

  • The User has provided express written consent for MedWand to do so.

• MedWand requires that all Users, regardless if the use is in connection with an account or not, including individuals, companies, or other entities, who utilize our Products or Services in any way must comply with all applicable privacy laws, including, but not limited to, HIPAA, HITECH, and all other applicable state/federal laws.

User Choices

• Contribution and disclosure of Personal Information other than Registration Information is voluntary and permission-based.

• Whether to give consent for MedWand to use Image Data and Self-Reported Information for Research is voluntary.

• Providing Self-Reported Information through surveys, forms, or features is voluntary.

• MedWand will close any account upon the User’s written request. Upon closure of the account, all Personally Identifiable Information will be removed from the account and will no longer be accessible. However, MedWand may continue to utilize Image Data and Medical Data—without Personally Identifiable Information—from a closed account. MedWand cannot remove Image Data, Medical Data or Personal Information that has previously been used for published research or shared with external collaborators before account closure, or any information already disseminated to, and held by, Third Party Service providers. (See the section below titled “Account Closure and Correction of Personal Information”.)

• To erase any de-identified data that the User has captured or to exempt software from automatic upload of Image data, Medical Data, the User must send a written letter to the MedWand Privacy Officer.

• The User may opt-out of the use or sharing of the User’s Personal Information stripped of Personally Identifiable Information, either through Products or Services or by contacting the Privacy Officer at info@MedWand.com .

How to Opt-Out of Internet Tracking

MedWand offers Users the option to opt-out of Internet tracking. Users must email info@MedWand.com with their request.

Additional Information

MedWand encourages all Users to read MedWand’s full Privacy Policy for additional details describing the privacy practices and guidelines.

How to Contact MedWand

Questions about this Summary, the Privacy Statement, or about MedWand’s handling of Personal Information may be emailed to info@MedWand.com or sent to:

Privacy Officer
MedWand Solutions, Inc.
23162 Arroyo Vista, Rancho Santa Margarita, CA 92688

MedWand Solutions, Inc. ("We") are committed to protecting and respecting your privacy. Any personal medical data obtained through the use of MedWand products and Services will be strictly protected by your medical care provider through HIPAA compliant procedures and is not stored on the MedWand device nor is it subject to the following policy.

This policy (together with our  “Terms of Use Policy”  (and any other documents referred to on it) sets out the basis on which any personal data we collect from you, or that you provide to us through the use of our website www.Medwand.com and its related sites, will be processed by us.  Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
Our Privacy Policy is intended to comply with all Federal and state laws of the United States of America (“USA”) and with the UK Data Protection Act of 1998 (the Act).  For the purposes of the Act, the data controller is MedWand Solutions, Inc., located 23162 Arroyo Vista, Rancho Santa Margarita, CA 92688.

INFORMATION WE MAY COLLECT FROM YOU

We may collect and process the following data about you:

• Information that you provide by filling in forms on our site http://www.medwand.com/ (our site). This includes information provided at the time of registering to use our site, subscribing to our services, purchasing merchandise, posting material or requesting further services. We may also ask you for information when you report a problem with our site.

• If you contact us, we may keep a record of that correspondence.

• We may also ask you to complete surveys that we use for research purposes, although you do not have to respond to them.

• Details of transactions you carry out through our site and of the fulfillment of your orders.

• Details of your visits to our site including, but not limited to, traffic data, location data, weblogs and other communication data and the resources that you access.

IP ADDRESSES AND COOKIES

We may collect information about your computer, including where available your IP address, operating system and browser type, for system administration and to report aggregate information to our advertisers. This is statistical data about our users' browsing actions and patterns, and does not identify any individual.
For the same reason, we may obtain information about your general Internet usage by using a cookie file which is stored on the hard drive of your computer. Cookies contain information that is transferred to your computer's hard drive. They help us to improve our site and to deliver a better and more personalized service. They enable us:

• To estimate our audience size and usage pattern.

• To store information about your preferences, and to allow us to customize our site according to your individual interests.

• To speed up your searches.

• To recognize you when you return to our site.

You may refuse to accept cookies by activating the setting on your browser which allows you to refuse the setting of cookies. However, if you select this setting you may be unable to access certain parts of our site. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to our site.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you on our site may be transferred to, and stored at, a destination outside of the USA and outside of the European Economic Area ("EEA"). It may also be processed by staff operating outside the USA and EEA who work for us or for one of our suppliers. Such staff may be engaged in, among other things, the fulfillment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this privacy policy.
Where we have given you (where you have so chosen) a password which enables you to access certain parts of our site, you are responsible for keeping this password confidential. We ask you not to share a password with anyone.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.

USES MADE OF THE INFORMATION

We use information held about you in the following ways:

• To ensure that content from our site is presented in the most effective manner for you and for your computer.

• To provide you with information or services that you request from us or which we feel may interest you, where you have consented to be contacted for such purposes.

• To carry out our obligations arising from any contracts entered into between you and us.

• To allow you to participate in interactive features of our service, when you choose to do so.

• To notify you about changes to our products.

We will not disclose any information to third party companies.

DISCLOSURE OF YOUR INFORMATION

We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries.
We may disclose your personal information to third parties:

• In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.

• If MedWand Solutions, Inc. or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.

• If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our  “Terms of use policy”  and other agreements; or to protect the rights, property, or safety of our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

YOUR RIGHTS

We will not disclose any information to third party companies unless required to do so under the terms of any contract between us.

Our site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates.  If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies.  Please check these policies before you submit any personal data to these websites.

ACCESS TO INFORMATION

The Act gives you the right to access information held about you. Your right of access can be exercised in accordance with the Act. Any access request may be subject to a fee of $25 to meet our costs in providing you with details of the information we hold about you.

CHANGES TO OUR PRIVACY POLICY

Any changes we may make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

CONTACT

Questions, comments and requests regarding this privacy policy are welcomed and should be addressed to info@MedWand.com

Updated March, 2025

MedWand Terms of Service (“TOS”)

1. Definitions

o "MEDWAND®" means MedWand Solutions, Inc., whose principal place of business is located at 23162 Arroyo Vista, Rancho Santa Margarita, California, 92688.

o "R&D" means research and development activities performed by MEDWAND® on User data. These activities may include, but are not limited to, improving our Products or Services; offering new products or services; performing quality control activities; and conducting data and/or image and video analysis which may lead to and/or include commercialization with a third-party; and reference by other users and/or healthcare providers to better understand symptoms or conditions.

o "Research" means scientific research that MEDWAND® performs alone or in conjunction with third-party contractors with the intent to publish in peer-reviewed scientific journals. Research uses only Image Data and Self-Reported Information from Users who have consented as “consent” is defined in the applicable Consent Document. Research activities do not include R&D.

o “Product” or “Products” means all equipment, hardware or devices that are manufactured or delivered or provided by MEDWAND®; this includes but is not limited to the MEDWAND® Device, Home Clinic, Mobile Clinic, Desktop Clinic, Ruggedized Clinic and any successor or subsequent version or model of any MEDWAND® equipment, hardware or devices.

o "Service" or "Services" means all software, website or web platform communication amenities or portals; any information or access to information provided or facilitated by MEDWAND®’s web-based portals or platforms to provide support for a Product or information derived or transmitted by a Product; and/or any other services provided by MedWand.

o “Third Party Service or Services” may or may not involve consulting or medical services provided by a physician or other healthcare provider, using Internet or telemedicine or other electronic communication.

o "Personal Information" is information that can be used to identify User, either alone or in combination with other information. MedWand collects and stores the following types of Personal Information:

• "Aggregated Data" means a collection of data from some or all MedWand users, including, but not limited to, Image Data, Medical Data and Self-Reported Information (MEDWAND® will endeavor to remove all Registration Information and other Personal Information other than Self-Reported Information from the Aggregated Data sufficient to minimize the possibility of exposing individual-level information while still providing evidence for scientific research purposes).

• "Image Data" means any images or videos captured using Products or Services provided by MEDWAND® including those captured through third party sensors operating through or in conjunction with Products or Services provided by MEDWAND®.

• "Medical Data" means any User-specific vital signs including but not limited to respiratory rate, pulse, blood oxygen level, lung sounds, heart sounds, abdominal sounds, body temperature, blood pressure, blood chemistry or any other vitals captured using Products or Services provided by MEDWAND® including vital signs captured through third party sensors operating through or in conjunction with Products or Services provided by MEDWAND®.

• "Registration Information" means the information that User provides when registering for and/or purchasing Products or Services provided by MEDWAND® (e.g. name, email, address, user ID and password, and payment information).

• "Self-Reported Information" means all information that User enters into surveys, forms, or features while signed in to MEDWAND® accounts including, but not limited to, health information, disease conditions, treatment information, healthcare provider identification, other health-related information, personal traits, ethnicity, family history, and other information. Self-Reported Information is subject to Research only if User consents as described in the applicable Consent Document.

• "Medical Practice" means any health care provider offering health care services to individuals accessing MEDWAND® Products or Services.

• "User" or "Users" means any Individual or Medical Practice authorized by MEDWAND® to utilize the Products and Services provided by MEDWAND®, including those individuals acting on behalf of an authorized User, individuals with legal authorization for User, and employees or agents of Medical Practice.

• "User Content" means all information, data, text, photographs, graphics, video, software, music, audio, messages, or other materials—other than Self-Reported Information—generated by Users of Products or Services provided by MEDWAND®, and transmitted, whether publicly or privately, to or through MEDWAND®.

• "Web Behavior Information" means all information related to usage of the MedWand website (e.g. browser type, domains, page views) collected through log files, cookies, and web beacon technology.

2. Acceptance of Terms

Use of Products or Services provided by MEDWAND® (excluding any services provided by MEDWAND® under a separate agreement) is subject to the terms of the legal agreement between User and MEDWAND® set forth in these Terms of Service ("TOS"). Except as specified herein, these TOS apply to any use of the Products or Services provided by MEDWAND®, including but not limited to: (a) capturing video, images or other data with MedWand Products; (b) uploading additional information and interacting with it on the MEDWAND® website; and/or (c) creating and using a MEDWAND® account without capturing a video, image or data or providing additional information. In order to use the Products or Services provided by MEDWAND®, User must first agree to the TOS. A User may not use the Products or Services if he or she does not accept the TOS. To accept the TOS, User must: (1) click to accept or agree to the TOS, where this option is made available by MEDWAND® for any Products or Services; or (2) actually use the Products or Services. In that case, User acknowledges and agrees that MedWand will treat any use of the Products or Services as acceptance of the TOS from that point onwards. In addition, when using particular MEDWAND® Products or Services, User is subject to any guidelines or rules applicable to such services that may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. MEDWAND® also may offer other services from time to time that are governed by different terms of service.

3. Prerequisites

o Whether User captures his or her own Image Data or Medical Data, or does so for anyone for whom User has legal authority to agree, or otherwise provides his or her own information, User may not use the Products or Services provided by MEDWAND® and may not accept the TOS if User is: (1) not of legal age to form a binding contract with MEDWAND®; or (2) barred from receiving the Products or Services under the laws of the jurisdiction in which User is a resident, or in which he or she uses the Products or Services provided by MEDWAND®.

o In addition to the conditions above, if User contributes or otherwise provides his or her information, User must be eighteen years of age or older to agree to these TOS on behalf of User or those for whom User has legal authority to agree.

o In addition to the conditions above, if User contributes or otherwise provides his or her information, User must be eighteen (18) years of age or older. Furthermore, to agree to these TOS on behalf of User or those for whom User has legal authority to agree, that individual must be eighteen (18) years of age or older.

4. Description of the Products or Services

The Products or Services provided by MEDWAND® include access to the MEDWAND® website and associated services, including the collection and analysis of User’s Image Data and Medical Data. Unless explicitly stated otherwise, each new feature that augments or enhances the current Products or Services shall be subject to the TOS. Third Party Service or Services, and Third Party Use or Uses, while not provided by MEDWAND®, may or may not involve third party consulting or medical services provided by a physician or other healthcare provider, using Internet or telemedicine or other electronic communication and may be subject to additional fees or subscription rates in addition to the fees and subscription rates charged by MEDWAND®.

Users acknowledge and agree that the Products or Services are provided "AS-IS" and are based on the current technology in use by MEDWAND® at the time of the purchase or viewing. As research progresses and scientific knowledge and technology evolve, MEDWAND® shall strive to provide the best possible experience for its Users. User acknowledges and agrees that the form and nature of the Products or Services provided by MEDWAND® may change without prior notice. As part of this continuing innovation, User acknowledges and agrees that MEDWAND® may stop (permanently or temporarily) providing some Products or Services (or any features within the Products or Services) to Users generally at MEDWAND®'s sole discretion, without prior notice. User may stop using the Products or Services at any time. User does not need to specifically inform MEDWAND® when he or she stops using the Products or Services unless requesting closure of an account. MEDWAND® assumes no responsibility for the use of Products or Services outside the terms of this TOS or other applicable terms.

In order to use the Products or Services, User must obtain Internet access, either directly or through devices that access web-based content, and pay any service fees associated with such access. User is solely responsible for paying such fees. If User uses Products or Services provided by MEDWAND® on a cellular network (rather than via Wi-Fi), standard data rates or roaming may apply, according to the wireless plan. MEDWAND® is not responsible for any device connection, data transmission charges, or roaming charges incurred when Products and Services are used.

In addition, User must provide all equipment necessary to make such Internet connection, including a computer and modem or other access device unless such device is purchased through MEDWAND® as part of a package. User is solely responsible for providing such equipment. User acknowledges and agrees that while MEDWAND® may not currently have set a fixed upper limit on the number of transmissions that can be sent or received through the Products or Services or on the amount of storage space used for the provision of any Service/Products, such fixed upper limits may be set by MEDWAND® at any time, at MEDWAND®'s sole discretion.

5. Risks and Considerations Regarding Products or Services

User should not change his or her health behaviors solely on the basis of information from MEDWAND®. The information from MEDWAND® does not replace or substitute consultation or treatment with a physician or other trained healthcare provider, or any Third Party Service. MEDWAND® Products and Services are designed to be used in conjunction with a physician conference and are not designed to provide data for direct use by User. Make sure to seek the advice of a physician or other trained healthcare provider while using and to discuss the information generated by Products and Services provided by MEDWAND®, and to discuss Image Data and Medical Data with a physician or other trained healthcare provider before acting upon the information resulting from Products or Services provided by MEDWAND®. User should contact a physician or other trained healthcare provider with any questions or concerns about the information generated by Products or Services provided by MedWand.

Products or Services are for research, informational, and educational use only. MEDWAND® does not provide medical advice. The Information provided by MEDWAND® is for research, informational, and educational use only. This means two things: (1) Any information provided that is based on Image Data or Medical Data captured with any MEDWAND® Product have not been clinically validated, and the technology used to date has not been widely used for clinical testing; and (2) The Products or Services are not intended to be used as a substitute for professional medical advice. Users should always seek the advice of a physician or other trained healthcare provider with any questions regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of User’s health.

MEDWAND® is not a healthcare provider, and does not diagnose any condition, recommend or endorse any specific courses of action, resources, tests, physicians or other healthcare providers, drugs, biologics, medical devices or other products, procedures, opinions, or other information that may be mentioned on the MEDWAND® website. As explained on the MEDWAND® website, MEDWAND® believes that (1) any collected Image Data and Medical Data are only part of the picture of any individual's state of being; and (2) only a trained physician or other healthcare provider can assess User’s current state of health or disease, taking into account many factors, including in some cases, Image Data and Medical Data taken with a MEDWAND® Product, as well as User’s current symptoms, if any. Reliance on any information provided by Products or Services provided by MEDWAND®, MEDWAND® employees, others appearing on the MEDWAND® website at the invitation of MedWand, or other visitors to the MEDWAND® website is solely at User’s own risk.

User should not share any sensitive health information when communicating with MEDWAND®’s support and customer service team. Health information should be shared with User’s medical provider, an appropriate healthcare professional, or directly with MEDWAND® via our secure app and server. The designated support and customer service teams are not healthcare professionals and cannot offer medical advice.

6. User Representations

By accessing or using Products or Services, User agrees to, acknowledges, and represents as follows:

o User understands that information learned or acquired during the Use of Products or the provision of Services or the provision of Services provided by MEDWAND® including information captured through third party sensors operating through or in conjunction with Products or Services provided by MEDWAND®, designed to diagnose, prevent, or treat any condition or disease or to ascertain the state of User’s health is intended for research, informational, and educational purposes only.

o User acknowledges that MEDWAND® urges Users to seek the advice of a physician or other trained healthcare provider regarding any questions or concerns that arise from captured information, including, but not limited to, Image Data and Medical Data taken with Products or Services provided by MedWand including those captured through third party sensors operating through or in conjunction with Products or Services provided by MedWand. User further acknowledges that MEDWAND® is not responsible for any advice acquired from a physician or other trained healthcare provider, and MEDWAND® encourages User to comply with advice provided by qualified Third Party Service providers.

o User gives permission to MEDWAND®, its contractors, successors and assignees to perform image and data processing or analyzing services on all data extracted by using the Application.

o User gives permission to MEDWAND®, its contractors, successors and assignees to use any Image Data, Medical Data and other Personal Information (with personalized identifiable data removed) as publishable material, marketing advertising material and/or for commercial use at any time including after the closure of User’s account.

o User represents that he or she is eighteen (18) years of age or older.

o User guarantees that any Image Data or Medical Data provided either is his or her own; or, if User is agreeing to these TOS on behalf of a person for whom they have legal authorization, User confirms that the Image Data or Medical Data provided will be of that person.

o Any User outside the U.S. that provides Image Data or Medical Data confirms that this act is not subject to any export ban or restriction in the country in which User resides.

o User warrants that he or she is not acting on behalf an insurance company or an employer attempting to obtain information about an insured person or an employee.

o User takes sole responsibility for all possible consequences resulting from sharing with others access to Image Data or Medical Data captured and Self-Reported Information.

o User understands that all Personal Information will be stored in MEDWAND® databases and will be processed in accordance with the MedWand Privacy Policy .

o Waiver of Property Rights. User understands that by capturing Image Data or Medical Data with MEDWAND®’s Products or Services including those captured through third party sensors operating through or in conjunction with Products or Services provided by MEDWAND®, or providing Self-Reported Information, he or she acquires no rights in any research or commercial products that may be developed by MEDWAND® or its collaborating partners. User specifically understands that he or she will not receive compensation for any research or commercial products that include or result from any Image Data, Medical Data or Self-Reported Information.

User agrees and warrants that he or she has the authority, under the laws of the state or jurisdiction of User’s residence, to provide these representations. In case of breach of any one of these representations MEDWAND® has the right to suspend or terminate User’s account and refuse any and all current or future use of the Products or Services (or any portion thereof) and User agrees to defend and indemnify MEDWAND® and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

7. Account Creation, Customer Account, Password, and Security Obligations

In consideration of use of the Products or Services, User agrees to: (1) provide true, accurate, current, and complete Registration Information as prompted by the Service; and (2) maintain and promptly update the Registration Information to keep it truthful, accurate, current, and complete. If any Registration Information is untrue, inaccurate, not current, or incomplete, or if MedWand has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, MEDWAND® has the right to suspend or terminate the associated account and refuse any and all current or future use of the Products or Services (or any portion thereof).

After purchase of Products or Services provided by MEDWAND®, User will create a password and account designation. User is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under his or her password or account. If User allows third parties to access the MEDWAND® website through his or her username and password, User agrees to defend and indemnify MEDWAND® and its affiliates against any liability, costs, or damages, including attorneys’ fees, arising out of claims or suits by such third parties based upon or relating to such access and use. User agrees to: (1) immediately notify MEDWAND® of any unauthorized use of his or her password or account, or any other breach of security; and (2) ensure that User exits from his or her account at the end of each session. MEDWAND® cannot and will not be liable for any loss or damage arising from User’s failure to comply with this Section.

8. MedWand Privacy Statement and Disclosure of Information

In order to use the Products or Services, User must first acknowledge and agree to the Privacy Policy . User cannot use the Products or Services without first accepting the Privacy Statement. User can acknowledge and agree to the Privacy Statement by (1) clicking to accept or agree to the Privacy Statement, where this option is made available by MEDWAND® for any Service; or by (2) actually using the Products or Services.

User acknowledges and agrees that MEDWAND® has the right to monitor any use of its systems by its personnel at any time and maintain copies documenting such monitoring. Our Privacy Statement sets forth the only expectations of privacy any individual should have in terms of usage of the Products or Services, website, or other systems. If User has given consent for Image Data and Self-Reported Information to be used in Research as described in the applicable Consent Document, we may include User’s Image Data, Medical Data and Self-Reported Information in the Aggregated Data we disclose to third parties for the purpose of publication in a peer-reviewed scientific journal. If User does not consent to participate in Research, MEDWAND® may still include User’s Image Data, Medical Data and Self-Reported Information (after removal of all personalized identifiable information) in Aggregated Data disclosed to third-party non-profit and/or commercial research partners who will not publish that information in a peer-reviewed scientific journal. MEDWAND® will never release individual-level Image Data, Medical Data and/or Self-Reported Information to any third party without first asking for and receiving User’s express written consent to do so, unless required by law. Further, User acknowledges and agrees that MEDWAND® is free to preserve and disclose any and all Personal Information to law enforcement agencies or others if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (1) comply with legal process (such as a judicial proceeding, court order, or government inquiry) or obligations that MEDWAND® may owe pursuant to ethical and other professional rules, laws, and regulations; (2) enforce the MEDWAND® TOS; (3) respond to claims that any content violates the rights of third parties; or (4) protect the rights, property, or personal safety of MEDWAND®, its employees, its Users, its clients, and the public. In such event we will notify User through the contact information provided to us in advance, unless doing so would violate the law or a court order. User understands that the technical processing and transmission of the Products or Services, including Personal Information, may involve (1) transmissions over various networks; and (2) changes to conform and adapt to technical requirements of connecting networks, or devices. Finally, MEDWAND® may, in its sole discretion, restrict access to the website for any reason.

Please refer to MEDWAND®’s Privacy Statement to read about data protection related to storage and use information. See MEDWAND®’s complete Privacy Policy here.

9. Limited Use License

User acknowledges that all User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from which such User Content originated. This means that User, and not MEDWAND®, is entirely responsible for all User Content that is uploaded, posted, emailed, or otherwise transmitted via the Products or Services.

User acknowledges that the Products or Services content presented as part of the Products or Services, whether original Products or Services content or sponsored content within the Products or Services, is protected by copyright and/or other intellectual property rights that are owned by MEDWAND® and/or the sponsors who provide that content to MEDWAND® (or by other persons or companies on their behalf).

MEDWAND® grants User a Limited Use License to copy and distribute free of charge, for non-commercial purposes only, any of the Products or Services content, provided that User: (i) provides the Products or Services content as it appears on the MEDWAND® website with no changes, including, but not limited to, presenting selections which might tend to misrepresent the substance of the Products or Services content; (ii) include the following attribution on the first page of any materials User distributes: “© MedWand Solutions, Inc. 2015. All rights reserved; distributed pursuant to a Limited Use License from MEDWAND®”; (iii) agree User has no right to offer anyone else any further right with respect to this Products or Services content.

Aside from the Limited Use License provided in this paragraph, User may not modify, rent, lease, loan, sell, distribute, or create derivative works based on this Products or Services content (either in whole or in part) unless User has been specifically granted authorization in writing by MEDWAND® or by the owners of that content, in a separate agreement.

10. User Conduct — Unlawful and Prohibited Use

As a condition of User’s use of the Products or Services, User warrants to MEDWAND® that the use will not be for any purpose that is unlawful or prohibited by these terms, conditions, or notices. User may not use the Products or Services in any manner that could damage, disable, overburden, or impair the Products or Services, or interfere with any other party's use and enjoyment of the Products or Services. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Products or Services. Furthermore, User agrees not to use the Products or Services to: (1) upload, post, email, or otherwise transmit any material that is derogatory, defamatory, obscene, or offensive, such as slurs, epithets, or anything that might reasonably be construed as harassment or disparagement based on race, color, national origin, sex, sexual orientation, age, disability, religious or political beliefs, or other statutorily protected status; (2) impersonate any person or entity, including, but not limited to, anyone affiliated with MEDWAND®, or falsely state or otherwise misrepresent User’s affiliation with a person or entity; (3) add User’s own headers, forge headers, or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service; (4) "stalk" or otherwise harass another; (5) upload, post, email, or otherwise transmit any content that User does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (6) download any file posted by another user of the Products or Services that User knows, or reasonably should know, cannot legally be distributed in such manner; (7) upload, post, email or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("Rights") of MEDWAND® or any other party; (8) harm minors in any way; (9) advertise or offer to sell or buy any goods or services for any business purpose, unless such area specifically allows such messages; (10) upload, post, email, or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose and only to the extent such content is authorized by law; (11) upload, post, email, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (12) interfere with or disrupt the Products or Services or servers or networks connected to the Products or Services, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service; (13) violate these Terms of Service, any code of conduct or other guidelines which may be applicable for any particular area of the Products or Services or have been communicated to User by anyone affiliated with MEDWAND®; or (14) intentionally or unintentionally violate any applicable local, state, national, or international law, or any regulations having the force of law.

User acknowledges and agrees that MEDWAND® Products and Services are designed and intended to be used exclusively on a combined basis. Using a non-MEDWAND® or non-MEDWAND® approved product with a MEDWAND® Service, or, using a Product with a service not provided by MEDWAND®, can lead to product/service incompatibility errors and privacy breaches that may harm User or others. Therefore (i) any use of a Service in connection with any product not manufactured, provided or approved by MEDWAND®; or (ii) any use of a Product in connection with any software or information or consulting service provided by a person or entity other than MEDWAND®; shall in either event cause any applicable warranty to be automatically and immediately void, and shall constitute a breach of this TOS or any other applicable contract with MEDWAND®.

MEDWAND® and its distributors will be wholly responsible for the collection of any state and/or federal taxes associated with the provision and delivery of any Services and/or Products provided by MEDWAND® within the United States.

User acknowledges and agrees that he or she is solely responsible for (and that MEDWAND® has no responsibility to User or to any third party for) any breach of his or her obligations under the TOS and for the consequences (including any loss or damage which MEDWAND® may suffer) of any such breach. In case of breach of any one of these agreements, MEDWAND® has the right to suspend or terminate User’s account and refuse any and all current or future use of the Products or Services (or any portion thereof), and User agrees and promises to defend and indemnify MEDWAND® and its affiliates against any liability, costs, or damages arising out of the breach of the representation.

If User violates the terms of this Section and/or MEDWAND® has a reasonable ground to suspect that User has violated the terms of this Section, MEDWAND® has the right to suspend or terminate User’s account and refuse any and all current or future use of the Products or Services (or any portion thereof).

11. Applicable Laws and Regulations

Recognizing the global nature of the Internet, User agrees to comply with all local rules regarding online conduct and acceptable content. Specifically, User will comply with all applicable laws regarding the transmission of technical data exported from the United States or the country from which User accesses Products or Services online.

12. Material Posted Through the Products or Services

MEDWAND® does not control any of User Content posted via the Products or Services and, as such, does not guarantee the accuracy, integrity, or quality of such non-MEDWAND® content. User understands that by using the Products or Services, he or she may be exposed to content that is offensive, indecent, or objectionable. Under no circumstances will MEDWAND® be liable in any way for any non-MEDWAND® content, including, but not limited to, any errors or omissions in any such content, or for any loss or damage of any kind incurred as a result of the use of any such content posted, emailed, or otherwise transmitted via the Products or Services.

User acknowledges that MEDWAND® and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, review, filter, modify, refuse, or move any content that is available via the Products or Services. Without limiting the foregoing, MEDWAND® and its designees shall have the right to remove any content that violates the TOS or is deemed by MEDWAND®, in its sole discretion, to be otherwise objectionable. User acknowledges and agrees that User must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

13. Material Provided to MEDWAND® — User’s Proprietary Rights

User Content. MEDWAND® does not claim ownership of User Content provided to MEDWAND® (including feedback and suggestions) or posted, uploaded, inputted, or submitted to the Products or Services. Unless otherwise specified, User retains copyright and any other rights User already holds over User Content that User creates and submits, posts, or displays on or through the Products or Services. However, by submitting, posting, or displaying User Content, User gives MEDWAND®, its affiliated companies, sub licensees (including but not limited to sub licensees who avail themselves of the Limited Use License granted in Section 9 above) and successors and assigns a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, distribute, reproduce, edit, reformat, and create derivative works from any User Content that User submits, posts, or displays on or through the Products or Services. User acknowledges and agrees that this license includes a right for MEDWAND® to make such User Content available to other companies, organizations, or individuals with whom MEDWAND® has relationships, and to use such User Content in connection with the provision of those Services.

User understands that MEDWAND®, in performing the required technical steps to provide the Products or Services to Users, may (a) transmit or distribute User Content over various public networks and in various media; and (b) make such changes to User Content as are necessary to conform and adapt that content to the technical requirements of connecting networks, devices, services, or media. User acknowledges and agrees that this license shall permit MEDWAND® to take these actions. User represents and warrants to MEDWAND® that User has all the rights, power, and authority necessary to grant the above license.

Waiver of Property Rights. As stated above, User understands that by providing any sample, having images, Image Data or Medical Data processed, accessing Image Data, Medical Data or providing Self-Reported Information, User acquires no rights in any research or commercial products that may be developed by MEDWAND® or its collaborating partners. User specifically understands that User will not receive compensation for any research or commercial products that include or result from Image Data, Medical Data or Self-Reported Information.

14. Indemnity

User agrees to defend and hold MEDWAND®, and its affiliates, subsidiaries, officers, agents, contractors, partners, employees, successors, and assigns harmless from any claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of User Content that User submits, posts to, or transmits through the Service; User’s use of the Service; User’s connection to the Service; User’s violation of the TOS; or User’s violation of any rights of another.

If User takes an image or video or otherwise uploads information, User will defend and hold harmless MEDWAND®, its employees, contractors, successors, and assigns from any liability arising out of the use or disclosure of any information obtained from analyzing User’s videos or images, which is disclosed to User consistent with our Privacy Statement, or results from any third-party add-ons to tools provided by MEDWAND®.

In addition, if User chooses to provide images, Image Data, Medical Data and/or Self-Reported Information to third parties—whether individuals to whom User facilitates access, intentionally or inadvertently, or to third parties for diagnostic or other purposes—User agrees to defend and hold harmless MEDWAND® its employees, contractors, successors, and assigns from any and all liability arising from such disclosure or use of such Image Data, Medical Data and/or Self-Reported Information. Specifically, User agrees to defend and hold harmless MedWand, its employees, contractors, successors, and assigns from any and all liability for any damages resulting from advice acquired from a physician or other trained healthcare provider while using Internet or telemedicine or other electronic communication, or User’s failure to comply with advice provided by Third Party Service providers.

15. No Resale of Products or Services

Other than pursuant to the terms of the Limited Use License in Section 9 of this TOS or unless otherwise agreed in a separate agreement between User and MEDWAND®, User agrees not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer, or transmit for any commercial purposes, all or any portion of the Products or Services, use of the Products or Services, or access to the Products or Services.

16. General Practices Regarding Use and Storage

User acknowledges that MEDWAND® may establish general practices and limits concerning use of the Products or Services, including, without limitation, the maximum number of days that Personal Information and Products or Services content will be retained by the Products or Services, the maximum disk space that will be allotted on MEDWAND®'s servers on User’s behalf, and the maximum number of times (and the maximum duration for which) User may access the Products or Services in a given period of time. User acknowledges and agrees that MedWand has no responsibility or liability for the deletion of or failure to store any messages, other communications, or other content maintained or transmitted by the Products or Services; or for the loss of Image Data or Medical Data due to malfunction or destruction of data servers or other catastrophic events. User further acknowledges that MedWand reserves the right to change these general practices and limits in its sole discretion.

17. Modifications to Products or Services

MEDWAND® reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Products or Services (or any part thereof) with or without notice. User acknowledges and agrees that MEDWAND® shall not be liable to User or to any third party for any modification, suspension, or discontinuance of the Products or Services.

The Software that User uses may automatically download and install updates from MEDWAND®. These updates are designed to improve, enhance, and further develop the Products or Services and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. User agrees to receive such updates (and permit MEDWAND® to deliver them) as part of User’s use of the Products or Services.

User acknowledges that MEDWAND® may offer different or additional technologies or features to collect and/or interpret Image Data and Medical Data in the future, and that User’s initial purchase of the Products or Services does not entitle User to any different or additional technologies or features for collection or interpretation of Image Data or Medical Data without fee, and that User will have to pay additional fees in order to have Image Data and Medical Data processed, and/or interpreted using any future or additional technologies or features.

18. Termination

The TOS will continue to apply until terminated by either User or MEDWAND®, as set out in this Section.

To terminate a legal agreement with MEDWAND®, User may do so by notifying MEDWAND® at any time in writing, which will entail closing User’s accounts for all of the Products or Services used by User. The notice should be sent, in writing, to MEDWAND®'s address, which is set out at the beginning of the TOS. If notice is provided online, MEDWAND® will send User an email asking that User to confirm the request to close an account, and User’s notice will be effective following receipt of a second email confirmation from User.

MEDWAND® may at any time, terminate its legal agreement with User (and in conjunction therewith, User’s password and account(s)) if: (1) User has breached any provision of the TOS (or has acted in manner which shows that User does not intend to, or is unable to comply with, the provisions of the TOS); (2) MEDWAND® is required to do so by law (for example, where the provision of the Products or Services is, or becomes, unlawful); (3) the partner with whom MEDWAND® offered the Products or Services has terminated its relationship with MedWand or ceased to offer the Products or Services to User; (4) MEDWAND® decides to stop providing the Products or Services to Users in the country or state in which User resides or from which User uses the Products or Services; or (5) the provision of the Products or Services to User by MEDWAND® is, in MEDWAND®'s opinion, no longer commercially viable.

Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of User’s use of the Products or Services may be referred to appropriate law enforcement authorities. User acknowledges and agrees that MEDWAND® shall not be liable to User or to any third party for any termination of User’s access to the Products or Services, regardless of the reason for termination.

19. Survival of Terms

When the TOS come to an end, all of the legal rights, obligations, and liabilities that User and MEDWAND® have benefited from, been subject to (or which have accrued over time while the TOS have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of sections 1.(Definitions); 2.(Acceptance of Terms); 3.(Prerequisites); 4.(Description of the Products or Services); 5.(Risks and Considerations Regarding MEDWAND® Products or Services); 6.(Representations); 7.(Account Creation, Customer Account, Password and Security Obligations); 8.( MEDWAND® Privacy Statement); 10.(Customer Conduct — Unlawful and Prohibited Use); 11.(Export Control and Applicable Laws and Regulations); 12.(Material Posted through the Products or Services); 13.(Material Provided to MEDWAND® — User’s Proprietary Rights); 14.(Indemnity); 15.(No Resale of Products or Services); 18.(Termination); 19.(Survival of Terms); 20.(Dealings with Information Providers and Listed Resources); 21.(Hyperlinks and MEDWAND® Website); 22.( MEDWAND® Proprietary Rights); 23.(DISCLAIMER OF WARRANTIES); 24.(LIMITATION OF LIABILITY); 25.(Notice); 27.(Violation or Suspected Violation of TOS); and 28.(Miscellaneous) shall continue to apply to such rights, obligations, and liabilities indefinitely.

20. Dealings with Information Providers and Listed Resources

User’s correspondence or business dealings with—or participation in promotions of—information providers, vendors, and/or resources found on or through the Products or Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between User and such information provider or resource. User acknowledges and agrees that MedWand shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such information provider or resources on the Products or Services.

21. Hyperlinks and the MEDWAND® Website

The Products or Services provide, and third parties may provide, links to other sites and resources on the Internet. Because MEDWAND® has no control over such sites and resources, User acknowledges and agrees that MedWand is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. User further acknowledges and agrees that MEDWAND® shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such hyperlinked site or resource.

22. MedWand's Proprietary Rights

User acknowledges and agrees that MEDWAND® (or MEDWAND®'s licensors, as applicable) own all legal right, title, and interest in and to the Products or Services, including any intellectual property rights which exist in the Products or Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). User further acknowledges that the Products or Services may contain information which is designated confidential by MEDWAND® and that User shall not disclose such information without MEDWAND®'s prior written consent.

User acknowledges and agrees that the Products or Services and any necessary software used in connection with the Products or Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. User further acknowledges and agrees that information presented to User through the Products or Services or sponsors is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by MEDWAND®, User agrees not to—and not to permit anyone else to—modify, rent, lease, loan, sell, distribute, or create derivative works of, reverse engineer, decompile, or otherwise attempt to extract the source code of the Products or Services or Software or any part thereof, in whole or in part. Software, if any, that is made available to download from the Products or Services, excluding software that may be made available by end-users through the Products or Services, is the copyrighted work of MEDWAND® and/or its suppliers. User’s use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). User may not install or use any Software that is accompanied by or includes a License Agreement before first agreeing to the License Agreement terms.

Medwand Solutions, Inc., MEDWAND®, and other MEDWAND® logos and product and service names are registered trademarks of MEDWAND® and these marks, together with any other MEDWAND® trade names, service marks, logos, domain names, and other distinctive brand features, are the "MEDWAND® Marks". Unless User has agreed otherwise in writing with MEDWAND®, other than through the Limited Use License in Section 9, nothing in the TOS gives User a right to use any MEDWAND® Marks and User agrees not to display, or use in any manner, MEDWAND® Marks.

User agrees that he or she shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Products or Services.

Unless User has been expressly authorized to do so in writing by MEDWAND®, User agrees that in using the Products or Services, User will not use any trademark, service mark, trade name, logo of any company, or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names, or logos.

For any Software not accompanied by a License Agreement, MEDWAND® grants User a personal, non-transferable, and non-exclusive right and license to use the object code of its Software on a single computer. User may not (and may not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software unless this is expressly permitted or required by law, or unless User has been specifically granted authority to do so, in writing. This license is for the sole purpose of enabling User to use and enjoy the benefit of the Products or Services provided by MEDWAND®, in the manner permitted by the TOS. Unless MEDWAND® has given User specific permission in writing to do so, User may not assign (or grant a sublicense of) User’s rights to use the Software, grant a security interest in or over User’s rights to use the Software, or otherwise transfer any part of User’s rights to use the Software. User agrees not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Products or Services. User agrees not to access the Products or Services by any means other than through the interface that is provided by MEDWAND® for use in accessing the Products or Services. Any rights not expressly granted herein are reserved.

23. Disclaimer of Warranties

USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT: (1) USER’S USE OF THE PRODUCTS AND SERVICES ARE AT USER’S SOLE RISK. THE PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS EXCEPT WHERE EXPLICITLY STATED OTHERWISE. MEDWAND® EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (2) MEDWAND® MAKES NO WARRANTY THAT (a) THE PRODUCTS AND SERVICES WILL MEET USER’S REQUIREMENTS; (b) THE PRODUCTS AND SERVICES WILL BE UNINTERRUPTED, TIMELY, UNFAILINGLY SECURE, OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS AND SERVICES WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY USER THROUGH THE PRODUCTS AND SERVICES WILL MEET USER’S EXPECTATIONS; AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. (3) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS AND SERVICES IS DONE AT USER’S OWN DISCRETION AND RISK, AND THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. (4) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM MEDWAND OR THROUGH OR FROM THE PRODUCTS AND SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED. (5) USER SHOULD ALWAYS USE CAUTION WHEN GIVING OUT ANY PERSONALLY IDENTIFYING INFORMATION ABOUT USER OR THOSE FOR WHOM USER HAS LEGAL AUTHORITY. MEDWAND® DOES NOT CONTROL OR ENDORSE ANY ACTIONS RESULTING FROM USER’S PARTICIPATION IN THE PRODUCTS AND SERVICES AND, THEREFORE, MEDWAND® SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM USER’S PARTICIPATION IN THE SERVICES. USER’S FAILURE TO FULLY COMPLY WITH THE TOS RESULTS IN THE AUTOMATIC TERMINATION OF ANY WARRANTY APPLICABLE TO THE PRODUCTS AND SERVICES. (6) MEDWAND® MAKES NO WARRANTY FOR ANY PRODUCTS OR SERVICES OBTAINED FROM THIRD PARTIES NOT AUTHORIZED BY MEDWAND® TO USE PRODUCTS OR SERVICES PROVIDED TO USER BY MEDWAND®.

24. Limitation of Liability

WITHIN THE LIMITS ALLOWED BY APPLICABLE LAWS, USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT MEDWAND® SHALL NOT BE LIABLE FOR ANY DIRECT, 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 MEDWAND® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (a) THE USE OR THE INABILITY TO USE THE SERVICES; (b) ANY ACTION USER TAKES BASED ON THE INFORMATION RECEIVED IN THROUGH OR FROM THE SERVICES; (c) USER’S FAILURE TO KEEP USER’S PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (d) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (e) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S TRANSMISSIONS OR DATA; (f) THE IMPROPER AUTHORIZATION FOR THE SERVICES BY SOMEONE CLAIMING SUCH AUTHORITY; OR (g) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES.

25. Notice

Notices to User may be made via either email or regular mail. MEDWAND® may also provide notices of changes to the TOS or other matters by displaying notices or links to notices to User generally on or through the Products or Services.

Official notices related to this TOS must be sent to MedWand at:

MedWand Solutions, Inc.

ATTN: General Counsel

23162 Arroyo Vista

Rancho Santa Margarita, 92688 USA

Additionally, MEDWAND® accepts service of process at this address. Any notices provided without compliance with this section on Notices shall have no legal effect.

26. Changes to the Terms of Service

MEDWAND® may make changes to the TOS from time to time. When these changes are made, MEDWAND® will make a new copy of the TOS available on its website and any new additional terms will be made available to User from within, or through, the affected Products or Services.

User acknowledges and agrees that MEDWAND® may treat any use of the Products or Services after the date on which the TOS have changed as an acceptance by User of the updated TOS in effect as of the date of User’s usage.

27. Violation or Suspected Violation of Terms of Service

If User violates the terms of these TOS and/or MEDWAND® has reasonable grounds to suspect that User has violated these TOS, MEDWAND® has the right to suspend or terminate User’s account and refuse any and all current or future use of the Products or Services (or any portion thereof).

28. Miscellaneous

• Entire Agreement. The TOS constitute the entire agreement between User and MEDWAND® and govern User’s use of the Products or Services, superseding any prior agreements between User and MedWand on this subject. User also may be subject to additional terms and conditions that may apply upon the use of affiliate services, third-party content, or third-party software.

• Applicable law and arbitration. Except for any disputes relating to intellectual property rights, obligations, or any infringement claims, any disputes with MEDWAND® arising out of or relating to the Agreement ("Disputes") shall be governed by California law regardless of User’s country of origin or where User accesses MEDWAND®, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Orange County, California, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party's request, and with arbitration costs and reasonable documented attorneys' costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction.

• Waiver of Class Action. Use of MEDWAND®’s Products or Services constitutes consent and agreement by both User and MEDWAND® to waive any and all class action rights. No arbitrator or court may order, permit or certify a class action, representative action, private attorney general litigation or consolidated arbitration in connection with the Agreement to Arbitrate. No arbitrator or court may or permit a joinder of parties in connection with the Agreement to Arbitrate unless both User and MEDWAND® consent to such joinder in writing. User agrees to waive the right to initiate or participate in a class action, representative action, private attorney general litigation or consolidated arbitration related to this Agreement or User’s use of MEDWAND® Products or Services.

• Waiver. The failure of MEDWAND® to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect.

• Term for cause of action. User agrees that regardless of any statute or law to the contrary, any cause of action or claim arising out of or related to use of the Products or Services or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.

• Admissibility of printed version. A printed version of this agreement, and of any notice given in electronic form, shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

• Section titles. The section titles in the TOS are for convenience only and have no legal or contractual effect.

• Severability Clause. If any portion of these TOS is found to be unenforceable, the remaining portion will remain in full force and effect.

• Amendments. MEDWAND® reserves the right to modify, supplement, or replace the terms of the Agreement, effective upon posting at www.MedWand.com or notifying User otherwise. If User does not want to agree to changes to the Agreement, User can terminate the Agreement at any time per Section 18 (Termination).

• Assignment. User may not assign or delegate any rights or obligations under the Agreement. Any purported assignment and delegation shall be ineffective. MEDWAND® may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to User. We may also substitute, by way of unilateral novation, effective upon notice to User, MEDWAND® for any third party that assumes our rights and obligations under this Agreement.

Updated: March 2025.

Last updated: March, 2025

1. ACCEPTANCE OF PURCHASE ORDERS
The sale of all goods and related services (collectively, “Products”) referenced in the purchaser's ("Customer") written Purchase Order to MedWand ("Supplier") are expressly conditioned upon the Terms and Conditions set forth below. Additional or different terms specified or referenced in the Purchase Order are hereby excluded and shall not be deemed effective or binding unless expressly agreed to in writing by an authorized officer or director of Supplier. These Terms and Conditions represent the entire agreement between Customer and Supplier pertaining to the Purchase Order and shall supersede all prior oral and written agreements, proposals, communications, and documents. No Purchase Order placed by Customer shall be deemed accepted until Supplier issues Customer a written Purchase Order Acknowledgement. Any amendment, change order, revision, or termination to an already-accepted Purchase Order shall be subject to acceptance by an authorized representative of Supplier.

2. PRICES, TAXES
2.1. All prices set out in Supplier’s Quotation (“Price”) are in United States Dollars. Nothing set forth in Customer’s Purchase Order shall modify or amend the quoted Prices, quantities, delivery estimate, shipping or Payment terms unless such modifications or amendments are agreed to in writing by an authorized representative of Supplier prior to delivery to Customer of written Purchase Order Acknowledgement.
2.2. All prices are exclusive of any taxes (including, without limitation, sales, use, value added, goods and services, business, property (real or personal, tangible or intangible), license, documentation, registration, import, export, excise, franchise, stamp, or other tax), custom fees or tolls, levy, impost, withholding, fee, duty or other charge of any nature imposed by any governmental authority or other tax authority in any jurisdiction, and any and all fines, penalties, additions to tax, interest and other charges relating thereto (collectively, “Taxes”). All Taxes shall be paid by Customer in addition to the Price. If any payment by the Customer is subject to withholding tax, the Customer agrees to increase the amount of any payment which is subject to a withholding or pay an additional amount as is necessary to ensure that Supplier receives the same amount it would have received if there had been no withholding. Customer shall deliver any certifications and other documents required to demonstrate eligibility and to benefit from any exemption or other relief from any Tax.

3. PACKAGING, SHIPPING
3.1. Supplier shall pack all Products in accordance with its standard commercial practices. If Customer has any special shipping or handling requirements, Customer shall notify Supplier in a timely manner regarding any such special requirements, and Customer shall be responsible for any increase in cost to pack the Purchase Order.
3.2. The Price does not include any shipping or handling charges, and Customer shall incur both the cost and the risk for bringing the Products to their final destination. Supplier shall notify Customer when the Products are available at Supplier’s facility for pickup and Customer shall be responsible for arranging to have the Products picked up from Supplier’s facility, and whenever appropriate for completing any export documentation and clearing the Products through US Customs. In the event Customer requests Supplier to deliver Products to an agreed location within the United States, the destination address shall be clearly identified in the Purchase Order and Customer shall provide an account number that Supplier can use for the shipping costs.
3.3. In the absence of specific instructions, Supplier shall select the carrier and, at its discretion, may ship “collect”, prepaid or subject to invoice payment terms, but shall not be deemed to have assumed any liability in connection with the shipment, nor shall the carrier be construed as an agent of Supplier.

4. DELIVERY, TITLE, AND RISK OF LOSS
4.1. Supplier’s quoted delivery schedule represents its best estimate and is based on current schedules and workload. Supplier shall have no liability for delay, or any damages or losses sustained by Customer as a result of such estimate not being met. Partial deliveries shall be permitted.
4.2. Unless otherwise agreed to by Supplier in writing, delivery shall be deemed to have occurred FOB origin (Incoterms 2010) for domestic shipments and FCA Harry Reid International Airport (Incoterms 2010) for international deliveries.
4.3. Title and liability for loss or damage to the Products shall transfer from Supplier to Customer upon delivery of the Products at FOB origin for domestic shipments, or FCA Harry Reid International Airport for international shipments.

5. PAYMENT
5.1 Unless otherwise agreed in writing by an authorized representative of Supplier, Customer shall pay for all Products on receipt of Supplier’s invoice  prior to or coincident with release of Product for shipment. Payment shall be deemed to have been made when a check is received and cleared by Supplier or payment is received by an electronic transfer in Supplier’s bank account. 5.2 Where Supplier has agreed to accept payment later than the Product shipment date, Supplier reserves the right to assess interest on any late payments from the date due until receipt of payment in full at the lesser of (a) one and one-half percent per month compounded monthly, or (b) the maximum rate permitted by law, and to charge Customer for any collection or litigation expenses, including reasonable attorney’s fees incurred by Supplier in the collection of late payment. In addition to any remedies under law, Supplier may at its sole discretion suspend future deliveries or services until all delinquent payments due are received. Supplier may require an advance payment or milestone payments prior to beginning performance of the Purchase Order. Supplier may require Customer to obtain a letter of credit for international orders. All payments hereunder shall be paid without any deductions, set-off, or counterclaims including for any Taxes.

5.3 If Supplier requires Customer to make a deposit with Purchase Order, the deposit shall be discounted from the total Price payable for the Products at time of Invoicing. Any deposits made by Customer shall be held by Supplier in an escrow account and returned to Customer on receipt by Supplier of a written Purchase Order cancellation notice, subject to the restriction that no deposit shall be returned to Customer for any Purchase Orders cancellations that occur after Supplier has advised Customer the Products are available at Supplier’s facility for pickup.

6. FORCE MAJEURE AND EXCUSABLE DELAY
6.1. Supplier shall not be liable for any damages of any kind for delayed or non-performance if such delayed or non-performance is due directly or indirectly to:
(a) Customer, including omissions or failure to act on the part of Customer or its agents or employees;
(b) An Event of Force Majeure, defined herein as including acts of God, acts of public enemies, fires, floods or unusually severe weather conditions, strikes, lockouts, disputes with workmen or other hostilities, embargoes, wars, riots or civil disturbances, epidemics or quarantine restrictions, delays or shortages of transportation, governmental action including the government’s denial or failure to grant an export license or other needed government authorization;(c) Causes beyond Supplier’s reasonable control, including severe accidents at Supplier’s plant, unforeseen production or engineering delays or inability of Supplier or its vendors to secure adequate materials, manufacturing facilities or labor, or any other acts and causes not within the control of Supplier, which by the exercise of due diligence and reasonable effort, Supplier would not have been able to foresee, avoid or overcome.
6.2. Supplier shall notify Customer of any delayed or non-performance due to an excusable delay or Event of Force Majeure as soon as practicable. If either such event should occur, Supplier’s period of performance shall be extended for a period of time equal to the duration of either such event. If the excusable delay or Event of Force Majeure extends more than six months, Supplier and Customer may mutually agree to terminate the Purchase Order or any portion thereof impacted by the excusable delay or Event of Force Majeure, and Customer shall promptly pay Supplier for any delivered Products or services performed, any works in process, any termination costs, including vendor settlement expenses, and a reasonable profit on the terminated Purchase Order or portion thereof that Supplier and Customer agreed to terminate.

7.  MEDWAND DEVICE WARRANTY

A.    Subject to the terms and conditions set forth in Article 13, Limitation of Liability, Supplier warrants that the Products manufactured by Supplier shall be free from defects, including latent defects, in material and workmanship under normal use and service when operated in accordance with Supplier’s operating instruction for twelve (12) months from shipment of Products, unless an extended Warranty is purchased. Supplier’s obligation and Customer’s sole remedy under the Warranty shall be limited to, at Supplier’s option, the repair or replacement of the nonconforming warranted Product, or any part thereof, FOB origin. Notwithstanding the foregoing, the Warranty shall not apply to an Event of Force Majeure, wear and tear, or to defects arising from or connected with Customer’s or any third party’s (i) improper receipt, transport, handling, storage, maintenance, testing, installation, or operation of the Product, or (ii) alteration, modification, maintenance, overhaul, repair, neglect or foreign object damage of the Product. Supplier shall have no obligation to Customer for any failure, to the extent that it is aggravated by such continued use. The Warranty does not apply to consumable items such as cords, and like items. Customer shall provide prompt written notice of the Product’s failure within the Warranty period, and ensure the failed Product is properly packed and returned to Supplier transportation and insurance prepaid.

B.    This 1-year Limited Warranty applies to repair or replacement of products found to be defective in material or workmanship.  This warranty does not apply to damage resulting from commercial, abusive, unreasonable use or supplemental damage.  Defects that are the result of normal wear and tear will not be considered manufacturing defects under this warranty.  MEDWAND IS NOT LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. MEDWAND MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND MEDWAND DOES NOT REPRESENT THAT ANY PRODUCTS OR SERVICES PURCHASED THORUGH THE SITE WILL MEET THE PURCHASER’S OR USER’S REQUIREMENTS.  This warranty only applies to the original purchaser of this product from the original date of purchase.

C.     At its option, Medwand will repair or replace this product if it is found to be defective in material or workmanship.

D.    This warranty does not cover damage resulting from any unauthorized attempts to repair or from any use not in accordance with the instruction manual.  Call us toll free at 1-800-MEDWAND or email medwand.com.  Please be sure to specify a model number.

E.     NO OTHER WARRANTY: This limited warranty is the only warranty made by MedWand with respect to products and services purchased on the Site.

F.     The above Warranty terms shall apply to any extended warranty purchased through Supplier.

 

NOTE: IF YOU EXPERIENCE A PROBLEM, PLEASE CONTACT CONSUMER RELATIONS        

             FIRST OR SEE YOUR WARRANTY.  DO NOT RETURN YOUR PRODUCT TO THE

             ORIGINAL PLACE OF PURCHASE.  DO NOT ATTEMPT TO OPEN THE DEVICE

             HOUSING YOURSELF, DOING SO MAY VOID WARRANTY AND CAUSE DAMAGE

             TO THE PRODUCT OR PERSONAL INJURY.

8. PROPRIETARY INFORMATION
For the term of Customer’s Purchase Order, Supplier and Customer, to the extent of their right to do so, may exchange proprietary and/or confidential information not generally known to the public (“Proprietary Information”), only to the extent and as reasonably required to perform its obligation hereunder. Any document marked “Confidential” or “Proprietary” and all copies made of any such document shall be returned by the receiving party (“Recipient”) of Proprietary Information to the disclosing party (“Owner”) upon completion of the purpose for which they were provided, or destroyed by Recipient at Owner’s direction. Neither Supplier nor Customer shall be liable for any disclosure if the data: (a) is generally available to the public (or becomes so) without breach of by Recipient; (b) was available to Recipient on a non-confidential basis from a source that had the right to disclose such information; (c) was rightfully in the possession of Recipient prior to receipt from Owner; or (d) was independently developed without use of Owner’s Confidential Information. No license to a party, under any trademark, patent, copyright, mask protection right or any other intellectual property right, is either granted or implied by the conveying of Proprietary Information to such party. No use of any Supplier trademark, service mark, trade name, design, logo or other trade dress may be made without the prior written consent of Supplier. Any Supplier mark or logo existing on the Product must not be altered or modified in any manner, combined with other elements, or rearranged without the prior written consent of Supplier. None of the Proprietary Information which may be disclosed or exchanged by Owner shall constitute any representation, warranty, assurance, guarantee or inducement to Recipient of any kind and, in particular, regarding the non-infringement of trademarks, patents, copyrights or any intellectual property rights, or other rights of third persons other than the rights expressly granted herein. Customer agrees that it will not attempt, nor will it direct or employ others to attempt, to reverse engineer the Product, sub assemblies and/or software that is developed, manufactured or sold by Supplier. The ownership in all Proprietary Information disclosed Owner to the other pursuant to the Purchase Order shall remain with Owner unless otherwise stated in the Purchase Order. The confidentiality obligations herein shall survive for a

10. EXPORT COMPLIANCE
The Products, including any associated technology, are controlled under the Export Laws and Regulations of the United States Government, including but not limited to Export Administration Regulations and the International Traffic in Arms Regulations. The Products and any associated data cannot be exported out of the United States, re-exported or transferred to another country without the prior approval of the US Government. Customer shall first obtain Supplier’s written consent and any authorization required by the US Government, including the filling of additional export licenses or authorizations which must occur and/or be approved by the US Government prior to any export, re-export, or transfer of US original articles, data, or associated technology. If the Purchase Order requires the delivery of Product and/or performance of services outside of the United States, the Purchase Order shall be subject to the US Government approving any licenses or any other approvals or US Customs clearances required for Supplier to meet the obligations of the Agreement. Customer shall provide an end-user letter and/or non-transfer end use certificate, or other supporting documentation if requested by Supplier to accompany Customer’s export license request or any other approval as required by the US Government. In the event the US Government fails to grant any license or approval in a timely manner, the delay in the performance of the Purchase Order shall be considered an Event of Force Majeure.

11. GOVERNING LAW
These Terms and Conditions and any action related hereto shall be governed, controlled, interpreted and defined by and under the laws of the State of Nevada, USA, without regard to the conflict of laws provisions thereof. The Parties specifically disclaim application of the U.N. Convention on Contracts for the International Sale of Goods (1980) or any subsequent revision(s) thereto.

12. DISPUTES
In the event of any dispute arising out of or in connection with these Terms and Conditions, such dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Las Vegas, NV, USA. The language of the arbitration shall be English. The arbitral award shall be final and binding upon the Parties.

13. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF CLAIMS OR THE FORM OR CAUSE OF ACTION, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE (ACTIVE OR PASSIVE) OR OTHERWISE, SUPPLIER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQEUENTIAL DAMAGES OF ANY KIND, AND SHALL NOT BE LIABLE TO CUSTOMER FOR LOSSES OF USE, DATA, PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES. EXCLUDING GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, SUPPLIER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH A PURCHASE ORDER SHALL IN NO EVENT EXCEED ACTUAL, DIRECT, AND PROVEN DAMAGES OF THE PRICE OF THE PRODUCT DIRECTLY PURCHASER BY CUSTOMER UNDER THE PURCHASE ORDER GIVING RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY. TO THE EXTENT THESE TERMS AND CONDITIONS CONTAIN ANY SPECIFIC REMEDIES PROVIDED BY SUPPLIER TO CUSTOMER, REGARDLESS OF FORM, SUCH REMEDIES SHALL BE PROVIDED BY SUPPLIER ON A SOLE AND EXCLUSIVE BASIS AND IN LIEU OF ANY OTHER REMEDIES, DAMAGES, OR LOSSES.

14. INSURANCE
Supplier and Customer shall each carry insurance coverage in types and amounts adequate to protect against any losses, damages, liabilities or expenses that may reasonable be expected to be incurred under a Purchase Order, and both shall keep such insurance coverage in effect until the conclusion of the Purchase Order.

15. MODIFICATION
No modification of these Terms and Conditions is authorized and no modification shall be binding on Supplier, unless such modifications are documented in writing and signed by an authorized officer or director of Supplier. Supplier's failure to object to provisions contained in any communication to Supplier from Customer, or inadvertent omission or reference to this Agreement in an Ordering Document shall not be deemed a waiver of the provisions herein.

16. ASSIGNMENT
Neither Party may assign or delegate a Purchase Order or any of its rights, duties or obligations regarding a Purchase Order to any other party without the prior written consent of the other party. Any attempt by either party to assign or delegate any of its rights, duties or obligations regarding a Purchase Order without such consent shall be void and of no effect. Notwithstanding the foregoing, Supplier shall be permitted to subcontract its rights, duties or obligations regarding a Purchase Order to another division, affiliate or wholly-owned subsidiary of Supplier and shall have the right to assign a Purchase Order to any successor by way of merger or consolidation or the acquisition of substantially all of the entire assets of Supplier relating to the subject matter of the Purchase Order; provided, however, that such successor shall assume all of the obligations of Supplier under the Purchase Order. Nothing in this provision is intended to preclude Supplier from awarding routine subcontracts or purchase orders to vendors or other suppliers.

17. AUDIT
Notwithstanding anything set forth herein to the contrary, Customer shall not be allowed or have the right to audit or examine Supplier’s books and records.

18. NO THIRD PARTY BENEFICIARIES
Except as expressly provided herein, these Terms and Conditions are for the sole and exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

19. WAIVER
If either party, at its option, agrees to waive any of these Terms and Conditions, then such waiver shall not for any purpose be construed as a waiver of any succeeding breach of the same, or of any other of these Terms and Conditions; nor shall such a waiver be deemed as a course of conduct.

20. SEVERABILITY
If any of these Terms and Conditions are at any time held to be invalid or unenforceable, then such Term or Condition shall be construed as severable and shall not in any way render invalid or unenforceable the remainder of these Terms and Conditions, which shall remain in full force and effect.

21. PUBLIC DISCLOSURE
Except as required to obtain necessary licenses or governmental approvals, neither party shall issue any news releases, articles, brochures, advertisements, or other information releases relating to the subject matter of a Purchase Order, except as otherwise required by law, without the prior written approval of the other party.