MedXCom Terms of Service

The following terms of use (the “Terms of Use”) stipulate the terms and conditions pursuant to which the website located at http://www.MedXCom.com (the “Site”) owned and operated by Giffen Solutions, Inc., (hereinafter referred to as “Giffen,” “us,” “our,” or “we”), may be used and accessed by you (“you” or “your”).

Your use of the Site is expressly conditioned on your compliance with these Terms of Use. By clicking, accessing or using the Site, you are indicating that you agree to be bound by these Terms of Use. We reserve the right to amend, discontinue and/or terminate and/or limit and/or disable and/or cancel any feature of the Site, including making any of the changes in its general practices and policies from time to time. We may, in our sole discretion, make changes to these Terms of Use, from time to time. Each time changes are made to these Terms of Use, a revised version of these Terms of Use, will be posted on this page. Your continued use of the Site following such posting of changes constitutes your acceptance of any such changes. You can review and are encouraged to check, from time to time, the most current version of these Terms of Use on this page. At all times, the latest version of these Terms of Use shall be binding and prevail over any other version.

The Site is intended only for users over the age of 18. By accessing and using the Site, you represent that you are at least 18 years old.

1. Privacy Policy
   Giffen has a Privacy Policy setting out Giffen’s online information gathering and dissemination practices with respect to the Site. Click here to view the Privacy Policy, which is incorporated into these Terms of Use by reference, as if set forth fully herein.
2. Health Information; Sharing Authorization
   (a) The Site provides users the ability to communicate with certain individuals and entities (e.g., doctors, nurses, family members) that you have approved in advance. You communications with such individuals and entities through the Service may include personal health-related information (collectively, “Health Information”). You (and not Giffen) are solely responsible for reviewing and approving any individuals and entities before deciding whether to share your Health Information with such individuals and entities.
   (b) As a user of the Site, you authorize Giffen to make the following disclosures and uses of your Health Information:

(i) Giffen may disclose your Health Information to those individuals and entities to whom you have granted access to view your Health Information.
(ii) Giffen may use your Health Information as necessary to 1) manage and administer its business, including providing you with the services that you have requested on this Site, and 2) carry out its legal responsibilities.
(iii) Giffen may disclose your Health Information for purposes of treating you in a medical emergency. Such disclosure may be made to medical professionals (including doctors, nurses, paramedics, and their related staff), family members, close friends, or anyone else to whom Giffen reasonably believes such disclosure would be in your best interest.
(iv) Giffen may disclose your Health Information if it is legally required to do so (for example, pursuant to an order of a court or administrative tribunal). Any such disclosure would be only to the extent expressly authorized by such order.
(c)
If the individuals and entities that you authorize to receive your Health Information from Giffen are not subject to federal or state health information privacy laws, subsequent disclosure by such persons and entities may not be prohibited and/or protected by those laws. You may revoke all or part of the authorization granted to Giffen above in writing at any time by sending a signed and dated statement to:

Giffen Solutions, Inc.
90 Washington Valley Road
Bedminster, NJ 07921

(d) Notwithstanding the foregoing, to the extent that Giffen has received your Health Information from a Covered Entity (as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)), in its capacity as a Business Associate (as defined under HIPAA), the terms of the applicable Business Associate Agreement shall govern Giffen’s use and disclosure of such Health Information, and shall supersede the foregoing in the event of an inconsistency between the two.

3. User Account
   (a) In order to use the Site you must create a user account (the “Account”). As part of the registration process, you must select a password (the “Password”) and a user Name (the “User Name”). You shall provide Giffen with accurate, complete, and updated Account information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your Account.
   (b)
   You are responsible for maintaining the confidentiality of your Account, User Name and Password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account.

You may not:

(i) select or use a User Name of another person with the intent to impersonate that person;
(ii) use a name subject to the rights of any other person without authorization; or
(iii) use a User Name that Giffen, in its sole discretion, deems inappropriate or offensive.
(c) You shall notify Giffen of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your Password. You shall be responsible for maintaining the confidentiality of your Password.
(d) Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your Account, at Giffen’s sole discretion, and you may be reported to appropriate law-enforcement agencies.
4. Account Types

When you register for an Account on the Site, you will be prompted to select an Account type. The Site currently offers the following types of Accounts:

Patient – This Account type allows you to upload your Health Information and share it with individuals and entities whom you designate. Individuals and entities designated by you will have “read only” access to your Health Information, which means that they will only be able to view your Health Information and cannot upload new Health Information. No other individuals or entities will have access to your Health Information. You may also grant permission to certain doctors to upload Health Information to your Account provided the doctor(s) each have a Doctor-Full Access Account. A Patient Account also allows you to post other Content (as defined) below to your Account and/or the Site and have that Content viewed by others.

Doctor-Full Access – This Account type allows you to view and upload Health Information to Patient Accounts, provided the patient has granted you access to do so. You have no ability to modify or delete Health Information that is already posted to a patient’s Account. In order to open a Doctor-Full Access Account you must also have a current subscription to Giffen MedXCom, a separate service offered by Giffen. Click here MedXCom.com for additional information about Giffen MedXCom or to set up an account.

Doctor-Limited Access – If you are a doctor and do not have a current subscription to Giffen MedXCom, you are eligible for a Doctor-Limited Access Account by registering through MedXCom Patient. This Account gives you “read only” access to view Health Information of patients who grant you access to view their Accounts.

5. Content; License; User Submission Guidelines
   (a) In addition to Health Information, you have the ability to submit other content, including but not limited to photos, images, text and other files (“Content”). Giffen does not claim any ownership rights in Content you submit. Accordingly, you retain all rights you already hold in the Content, including, without limitation, copyrights. Giffen makes no guarantees that this Content will be permanently hosted on the Site and/or anyone acting on its behalf.
   (b) By uploading Content to the Site you hereby grant to Giffen a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to use, reproduce, distribute, prepare derivative works of, display and perform the Content, in any media now known or not currently known. Without limiting the generality of the foregoing, Giffen may store, re-format and post your Content on the Site or promotional materials Giffen produces or publishes. You also grant Giffen the right to use your name in connection with any Content you submit and any other information. Giffen will only use personal information in accordance with Giffen Privacy policy, available at [http://www.MedXCom.com/privacy].

(c) You represent and warrant that you own or otherwise control all of the rights to the material that you post; that the material is accurate; that use of the material you supply does not and will not infringe or misappropriate the intellectual property rights of any third party or violate these Terms of Use and will not cause injury to any person or entity.

(d) Giffen does not control the Content, Giffen Content (as described below) and Health Information posted on the Site and, as such, does not guarantee the accuracy, integrity or quality of such information. You understand that by using the Site, you may be exposed to Content, Giffen Content and Health Information that is offensive, indecent or objectionable. Under no circumstances will Giffen be liable in any way for any Content, Giffen Content and Health Information including, but not limited to, for any errors or omissions in any Content, Giffen Content or Health Information or for any loss or damage of any kind incurred as a result of the access to or use of any Content, Giffen Content or Health Information posted, emailed, transmitted or otherwise made available via the Site.

You agree to not use the Site to:

• upload, post, email, transmit or otherwise make available any Content or Health Information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, pornographic, sexually explicit depicts graphic or gratuitous violence or otherwise objectionable;
  (ii) harm minors in any way;
  (iii) impersonate any person or entity, including, but not limited to, a Giffen official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  (iv) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or Health Information transmitted through the Site;
  (v) upload, post, e-mail, transmit or otherwise make available any Content or Health Information that you do not have a right to make available 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);
  (vi) upload, post, e-mail, transmit or otherwise make available any Content or Health Information that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  (vii) upload, post, e-mail, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  (viii) upload, post, e-mail, transmit or otherwise make available 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;
  (ix) disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage with one another;
  (x) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
  (xi) intentionally or unintentionally violate any applicable local, state, national or international law;
  (xii) “stalk” or otherwise harass another user; or
  (xiii) collect or store personal data about other users.
  (e) We reserve the right, in our sole and absolute discretion, to deny you access to the Site, or any portion of the Site, without notice, and to remove any Content or Health Information that does not adhere to these guidelines.
  (f) The Site may contain robot exclusion headers. Much of the information on the Site is updated on a real-time basis and is proprietary to us, our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any Content or Health Information (other than Content and Health Information you have submitted to us) from the Site without our prior express written permission and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site. Notwithstanding the foregoing, Giffen grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.
  (g) Giffen has the right, but not the obligation, to monitor any activity, Content and Health Information associated with the Site and investigate as we deem appropriate. Giffen also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Giffen reserves the right and has absolute discretion to remove, screen, or edit any Content or Health Information that violates these provisions or is otherwise objectionable.

6. Proprietary Rights
   (a) The Site may contain material, such as software, text, graphics, images, sound recordings, audiovisual works, techniques, processes and other material provided by or on behalf of Giffen (collectively referred to as the “Giffen Content”). The Giffen Content may be owned by us or by third parties. The Giffen Content is protected under both United States and foreign laws. Unauthorized use of the Giffen Content may violate patent, copyright, trademark, and other laws. You have no rights in or to the Giffen Content, and you will not use the Giffen Content except as permitted under these Terms of Use. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Giffen Content on any copy you make of the Giffen Content. You may not sell, transfer, assign, license, sublicense, or modify the Giffen Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Giffen Content in any way for any public or commercial purpose. The use or posting of the Giffen Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

(b) If you violate any part of these Terms of Use, your permission to access and/or use the Giffen Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Giffen Content.

(c) The trademarks, service marks, and logos of Giffen (“Giffen Trademarks”) used and displayed on the Site are registered and unregistered trademarks or service marks of Giffen Solutions, Inc. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks”, and, collectively with the Giffen Trademarks, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Giffen Trademarks inures to our benefit. Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors.

7. Digital Millennium Copyright Act
   (a) Giffen respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content deemed to have been posted or distributed in violation of any such laws.
   (b) Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:

Giffen Solutions, Inc.
Attention: Giffen DMCA
90 Washington Valley Road
Bedminster, NJ 07921

(c) If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

8. Links to Third Parties
   The Site may contain links to websites which are not part of the Site. Links to third party websites are provided for your convenience and information only. Third party websites are not under Giffen’s control and Giffen is not responsible for the content or accuracy of those sites or the products or services offered on or through those sites, nor can Giffen guarantee that sites will not change without its knowledge. The inclusion of a link in this Site does not imply the Giffen’s endorsement of the third party website nor that is Giffen affiliated with the third party website’s owners or sponsors.
9. Communication to Us
   With respect to all communications you send to us specifically concerning Giffen or our Site, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.
10. Indemnification
    You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, legal advisors, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these Terms of Use, any transaction between you and another user of the Site and/or your access to, use, or misuse of Health Information, Content, Giffen Content or the Site. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right, at your expense, to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
11. Waiver and Release
    (a) Although you are able to share Health Information with individuals or entities you designate, and you may receive health care services from such individuals or entities, we are not a party to any such transactions or interactions. Accordingly, we shall have no liability to any party in connection with such transactions or interactions.
    (b) YOU, ON BEHALF OF YOURSELF AND YOUR HEIRS, NEXT OF KIN, SPOUSE, GUARDIANS, LEGAL REPRESENTATIVES, AGENTS, EXECUTORS, ADMINISTRATORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “RELEASING PARTIES”), AGREE THAT SUCH RELEASING PARTIES SHALL NOT HAVE ANY RIGHT OR CAUSE OF ACTION, AND HEREBY FULLY, FINALLY, AND FOREVER RELEASE, DISCHARGE, AND ACQUIT GIFFEN AND ITS PAST, CURRENT, AND FUTURE MEMBERS, SHAREHOLDERS, EMPLOYEES, OFFICERS, DIRECTORS, SUBSIDIARIES, PARENT ENTITIES, ATTORNEYS, PRINCIPALS, TRUSTEES, REPRESENTATIVES, AGENTS, PARTNERS, AFFILIATES, PREDECESSORS, SUCCESSORS, OPERATING PARTNERSHIPS, GENERAL PARTNERS, INSURERS, REINSURERS, AND ASSIGNS FROM ANY AND ALL CLAIMS, SUITS, OBLIGATIONS, COSTS, DAMAGES, LOSSES, CLAIMS FOR SUMS OF MONEY, CONTRACTS, CONTROVERSIES, AGREEMENTS, JUDGMENTS, AND DEMANDS WHATSOEVER, RIGHTS, LIABILITIES, ACTIONS, AND CAUSES OF ACTION OF ANY NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, AT LAW OR IN EQUITY, FIXED OR CONTINGENT, WHICH SUCH RELEASING PARTIES NOW HAVE OR MAY CLAIM TO HAVE IN THE FUTURE (COLLECTIVELY, “CLAIMS”) ARISING OUT OF, BASED UPON, ATTRIBUTABLE TO, OR IN CONNECTION WITH YOUR INTERACTION WITH OTHER USERS, THE SITE, ANY MEDICAL INFORMATION AND ANY CONTENT.
    (c) YOU HEREBY ACKNOWLEDGE AND AGREE THAT IT IS THE INTENTION OF THE PARTIES THAT THE FOREGOING RELEASE AND DISCHARGE SHALL BE EFFECTIVE AS A BAR TO ALL CLAIMS OF WHATEVER CHARACTER, NATURE, AND KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, HEREINABOVE SPECIFIED TO BE SO BARRED. IN FURTHERANCE OF THIS INTENTION, THE RELEASING PARTIES EXPRESSLY WAIVE ANY AND ALL RIGHTS AND BENEFITS CONFERRED UPON THEM BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

12. Disclaimer of Warranties
    (a) THE INFORMATION ON THIS SITE IS FOR INFORMATIONAL PURPOSES ONLY. NO INFORMATION, SERVICES, OR MATERIALS OFFERED BY OR THROUGH THIS SITE SHALL BE CONSTRUED AS OR UNDERSTOOD TO BE MEDICAL ADVICE OR CARE. NONE OF THE INFORMATION ON THIS SITE SHALL BE USED TO DIAGNOSE OR TREAT ANY HEALTH PROBLEM OR DISEASE. YOU MUST CONSULT WITH A PHYSICIAN, DOCTOR, OR HEALTH CARE PROVIDER BEFORE TAKING ANY PRODUCT OR USING ANY INFORMATION ON THIS SITE.

(b) THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, GIFFEN EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND/OR QUALITY OF SERVICE. GIFFEN MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU UNDERSTAND AND AGREE THAT THE USE OF THE SITE AND CONTENT IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPOSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR DATA STORED ON IT. IN NO EVENT WILL GIFFEN BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF PROFITS AND SAVINGS AND THE LIKE), OR ANY OTHER DAMAGES ARISING OUT OF THE UNAVAILABILITY, USE, RELIANCE ON, INABILITY TO UTILIZE OR IMPROPER USE OF THE SITE, MEDICAL INFORMATION, CONTENT, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

(c) THE SITE MAY BE SUBJECT TO CHANGES IN GIFFEN’S PRACTICES AND POLICIES REGARDING VARIOUS FEATURES INCLUDED IN THE SITE. IN ADDITION, GIFFEN GIVES NO WARRANTY REGARDING THE ONGOING NON-INTERRUPTABLE AVAILABILTY OF THE SITE OR THE TIMES AT WHICH IT WILL BE AVAILABLE.
13. Compliance With Law
(a) The Site is based in the United States. We make no claims concerning whether the Health Information, Content or Giffen Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Site or the Giffen Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

(b) Giffen reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests or to protect Giffen’s systems and users, Giffen may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted Content.

14. Termination
    (a) We reserve the right, in our sole discretion, to restrict, suspend, or terminate these Terms of Use and your access to all or any part of the Site, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.
    (b) The provisions of Sections 2, 5, 6, 9, 10-15 shall survive termination or expiration of these Terms of Use for any reason.
15. Miscellaneous
    (a) These Terms of Use constitute the entire agreement between you and Giffen concerning the subject matter hereof.

(b) Except to the extent applicable law, if any, provides otherwise, this Terms of Use shall be governed by the laws of the state of New Jersey, and the eligible courts in the district of New Jersey shall have exclusive jurisdiction over all disputes between the parties.

(c) You may not assign or otherwise transfer by operation of law or otherwise these Terms of Use or any rights or obligations herein without the express written consent of Giffen. Upon reasonable notice posted on www.MedXCom.com, Giffen may assign or transfer these Terms of Use at its sole discretion and at any time. These Terms of Use will inure to the benefit of our successors, assigns, licensees, and sublicensees.

(d) If any part of these Terms of Use is found void and unenforceable, it will not affect the validity of the balance of these Terms of Use, which shall remain valid and enforceable according to its terms.

(e) Our failure to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. The section headings are provided merely for convenience and shall not be given any legal import.

© Copyright 2012 Giffen Solutions, Inc. All rights reserved.