MedLance Inc. Terms of Use

 

Updated as of March 14, 2021



Thank you for using MedLance’s Service (each as defined below).  These Terms of Use govern your browsing, viewing and other use of the Service.

 

PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY (AMONG OTHER THINGS) PROVIDE: (A) IN SECTION 15 THAT YOU AND THE COMPANY WILL ARBITRATE CERTAIN CLAIMS INSTEAD OF GOING TO COURT AND THAT YOU WILL NOT BRING CLASS ACTION CLAIMS AGAINST THE COMPANY; (B) IN SECTION 6 THAT CERTAIN TERMS AND CONDITIONS APPLY WITH RESPECT TO RECURRING SUBSCRIPTION CHARGES FOR CERTAIN PAID ACCOUNT TYPES.  PLEASE ONLY CREATE A SERVICE ACCOUNT OR OTHERWISE USE THE SERVICE IF YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS AND CONDITIONS HEREIN. 

 

If you are viewing this on your mobile device, you can also view these Terms of Use via a web browser at [url].  Your acceptance of these Terms of Use creates a legally binding contract between you and MedLance.  If you do not agree with any aspect of these Terms of Use, then do not create a Service account or otherwise use the Service.

 

Note for Children.  Use of the Service by anyone under the age of 18 is prohibited.  By using the Service, you represent and warrant that are you at least 18 years of age.

 

MedLance’s Privacy Policy, at [url] (the “Privacy Policy”), describes the collection, use and disclosure of data and information by MedLance in connection with the Service.  The Privacy Policy, as may be updated by MedLance from time to time in accordance with its terms, is hereby incorporated into these Terms of Use, and you hereby agree to the collection, use and disclose practices set forth therein.

 

The Service allows for users to upload content that may be viewed by other users.  As further described below, inappropriate content, including without limitation content that is obscene, pornographic or defamatory, is not allowed and is subject to removal.  If you see any prohibited content within the Service, please notify MedLance.  Users who upload prohibited content may have their accounts terminated.

 

1.    Definitions. The following terms are used throughout these Terms of Use and have the specific meanings set forth below. You should know what each of the terms means.

a.       Service” refers to the services provided by MedLance, including without limitation the Website; access to MedLances online community; communication tools; document management and storage solutions; and payment services. MedLance does not provide a referral service or serve as an employment agency. We provide a venue for our Users to meet and exchange information with our Freelance Users.

b.      Agreement” (which may also be referenced herein as these Terms of Use”) refers, collectively, to all the terms, conditions, and notices contained or referenced in this document and the Addendum.

c.      The Website” refers to MedLances website located at https://www.MedLance.co, all subpages and subdomains, and all content, services, and products available at or through the Website.

d.     MedLance,” “we,” “our,” and us” refer to MedLance Inc., as well as our affiliates, directors, subsidiaries, officers, and employees. Freelance Users are not part of MedLance.

e.      The User,” “You” and Your” refer to the person, company, or organization that has visited or is using the Service. A User may be a Client User, a Freelance User, both, or neither.

f.       Freelance Users” refer to registered freelance users in the medical technology field, healthcare field, or other field who may communicate with and provide contracting or consulting work to Client Users or fellow Freelance Users via the Service. Freelance Users are not the employees or agents of MedLance. Please see Section 6 of this Agreement for more information about Freelance Users.

g.      Client Users” refer to 1) Users who submit requests for proposals from Freelance Users for providing services for a fee (Projects”); and 2) Users who contract with Freelance Users for additional work, which, for purposes of Section 7 below, may include permanent employment, beyond the initial Project which established the Freelance User-Client User relationship. Freelance Users may submit proposals (Proposals”) for such Projects and may also establish terms of the relationship with the Client User via a signed engagement letter or other written agreement. Please see Section 6(b) for more information about Projects, Proposals, and Client Users

h.     Content” refers to content featured or displayed through the Website, including without limitation text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Website. Content includes, without limitation, User-Generated Content.

i.      Addendum” refers to the MedLance Terms of Use Freelance User Addendum, the terms and conditions of which are incorporated herein.

2.    About the MedLance Service.

a.      The MedLance Service is a platform for collaboration and communication between professionals and those seeking assistance with medical technology development. The MedLance Service provides access to MedLances virtual community of professional Freelance Users; easy collaboration through MedLances communication management tools; document management and storage; and simple, secure payment and invoicing tools.

b.     MedLance Is Not A Medical Device Or Life Sciences Firm. MedLance does not offer design, development, or consulting for medical technology products. MedLance does not offer any legal advice, legal opinions, recommendations, referrals, or counseling. Freelance Users are not the employees or agents of MedLance. MedLance is not involved in agreements between Users or in the representation of Users. At no point may MedLance be held liable for the actions or omissions of any Freelance User performing consulting services for you.

c.      MedLance Is Not A Referral Service or Employment Agency. MedLance is not a referral service or employment agency. MedLance does not select or endorse any individual Freelance User to service a Client User. While MedLance uses commercially reasonable efforts to confirm that registered Freelance Users have experience in the field they perform services, we do not make any warranty, guarantee, or representation as to the ability, competence, quality, or qualifications of any Freelance User. MedLance does not warrant or guarantee that Freelance Users are covered by professional liability insurance. MedLance encourages Client Users to independently research any Freelance User before accepting professional advice.

d.     MedLance does not vouch for any of its Users. MedLance simply provides a platform on which those seeking assistance with medical technology development may communicate and transact with professionals having experience in the field. MedLance does not endorse any of its Freelance Users and does not sanction statements that Freelance Users make on the platform. MedLance makes no representation concerning the qualifications of non-experienced service providers.

e.      MedLance Does Not Guarantee Results. From time to time, Client Users may submit reviews of Freelance Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future task or project for which a Client User may seek assistance using the Service. MedLance will have no responsibility or liability of any kind for any User-Generated Content, service, or advice you encounter on or through the Website, and any use or reliance on User-Generated Content, service, or advice is solely at your own risk.

f.       Use of MedLance Does Not Create A Confidential Relationship With MedLance. Any use of the MedLance Service is not intended to, and does not, create a confidential relationship.Any communication via MedLance may not be held confidential. MedLance is not liable for the actions or omissions of any Freelance User performing consulting services for you.

3.    User Responsibilities. You, and you alone, are responsible for your account and anything that happens while you are signed in to or using your account. Your security is your responsibility.

a.      User Account Security. If you sign up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from MedLance. You are responsible for maintaining the security of your account (including your login credentials), and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify MedLance immediately of any unauthorized use of your account, or any other breaches of security related to your account. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your computer, mobile device, or other computing device and/or account.

b.     Relationship with Freelance Users. Because we cannot guarantee the fitness of any of our Freelance Users for your specific needs, we encourage Client Users to research any Freelance User before accepting professional advice. Client Users may also request a written legal agreement specifying the terms, scope, limitations, and conditions of the work.

c.      No Reliance on User-Generated Content. User-Generated Content posted on the Website, such as blog posts, is provided for informational purposes only, with no assurance that the User-Generated Content is true, correct, or accurate. User-Generated Content is not a substitute for professional advice or a solicitation to offer advice regarding specific facts.

d.     Compliance with Laws. You represent and warrant that: (i) you have the authority to, and are of legal age in your jurisdiction to, bind yourself to this Agreement; (ii) your use of the Service will be solely for purposes that are permitted by this Agreement; (iii) your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other MedLance policies.

4.    Use and Conduct Restrictions. You are allowed to use the Service as long as you follow a few basic rules. The following use restrictions and conduct restrictions are the basic rules we expect users to follow while using the Service. We are not responsible for the content our users post, and we have the right to close your account if we need to.

a.      Prohibited Content. You agree that you will not under any circumstances transmit any Content (including software, text, images, or other information) that

i.          is unlawful or promotes unlawful activity

ii.        defames, harasses, abuses, threatens, or incites violence towards any individual or group

iii.       is pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability

iv.       is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

v.        contains or installs any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party;

vi.       infringes, misappropriates or otherwise violates any intellectual property right or other proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights

vii.     impersonates any person or entity, including any of our employees or representatives; or

viii.    violates the privacy of any third party.

b.     No Liability for User Interactions; MedLance May Monitor Interactions. Any liability, loss or damage that occurs as a result of any User interactions, including, without limitation, Project Postings, that you input or receive through your use of the Service is solely your responsibility. At our discretion, we, or technology we employ, may monitor and/or record your general interactions with the Service, though not the specifics of your interactions.

c.      Right to Terminate Accounts. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User conduct is appropriate and complies with these Terms of Use, or terminate or deny access to and use of the Service to any User for any reason, with or without prior notice.

5.    User-Generated Content. You own your content, but you allow us certain rights to it, so that we can display and share the content you post. We have the right to remove content if we need to.

a.      Responsibility for User-Generated Content. You may create content, written or otherwise, while using the Service (User-Generated Content”). You are solely responsible for the content of, and any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that you make available or access through your use of the Service is solely your responsibility. We are not responsible for any public display or misuse of your User-Generated Content.

b.     Right to Post. You represent and warrant that you have the right to post all User-Generated Content you submit. Specifically, you warrant that you have fully complied with any third party licenses relating to User-Generated Content, and have taken all steps necessary to pass through to end users any required terms.

c.      MedLance May Modify or Remove Content. We have the right (though not the obligation) to, in our sole discretion, determine whether or not any User-Generated Content is appropriate and complies with these Terms of Use, or refuse or remove any User-Generated Content that, in our reasonable opinion, violates any MedLance policy or is in any way harmful, inappropriate, or objectionable or otherwise illegal or violative of these Terms of Use. Without limiting our rights under Section 5(e), MedLance further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on the Website.

d.     Ownership of User-Generated Content. Except for Content that originates from MedLance, we do not claim ownership of any Content that is transmitted, stored, or processed in your account. You retain all ownership of, control of, and responsibility for User-Generated Content you post. You may control access to your User-Generated Content through settings in your user account.

e.      License Grant. Solely to allow MedLance to use Content you upload to the Service reasonably without violating any rights you have in it, you hereby grant us the following rights: with respect to your Content, you expressly grant MedLance and our successors a worldwide, sublicenseable, perpetual, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, make derivative works of, distribute, perform and otherwise exploit your Content to provide the functionality of the Service and in connection with MedLances present and future business purposes. This license does not grant MedLance the right to sell User-Generated Content or otherwise distribute it outside of the Service.

6.    Freelance Users. Freelance Users are independent professionals who offer to perform consulting services for prospective Client Users. They are not employees of MedLance.

a.      No Confidential Relationship through Website Use. Use of the MedLance Website may not form a confidential relationship with Freelance Users. Information posted or made available on or through the Website, including, without limitation, any responses to questions posted on the Website; information in MedLances Guides and Documents; information posted publicly on the Website; or information sent in an unsolicited message to a User is not intended as work product or advice, is not confidential, and does not create a confidential relationship. It is considered User-Generated Content.

b.     Confidential Relationship through Service Use. A confidential relationship may be formed through the use of the Service between Users and Freelance Users only. Client Users may post Projects through the Service. Freelance Users may submit Proposals and negotiate details of these Projects prior to acceptance. Upon acceptance, the scope of a Freelance Users service is strictly limited to the matter agreed upon in the Proposal unless Client User and Freelance User subsequently formalize their arrangement via a signed legal document or other written agreement, in which case the most recent written agreement would take precedence over a previously accepted proposal. MedLance takes every reasonable effort to ensure the privacy of Proposals and other personal messages on our Service, but it cannot guarantee confidentiality.

c.      User Responsibilities. Freelance Users are solely responsible for ensuring that any information, solicitations, or advertisements they post or place on the Website, including without limitation User-Generated Content, and any communications they may have with prospective clients through the Website or the Service, fully comply with all applicable laws, rules and regulations.

d.     Payment of Freelance Users. Certain specific terms govern Freelance Users and payment.

i.          MedLance Is Not A Party To Contracts. Client Users may contract with Freelance Users through posting and acceptance of Projects. Such contracts are solely between the Client User and the Freelance User. MedLance will not be a party to any contracts for Projects submitted through our Service, unless posted by a MedLance officer. MedLance facilitates these contracts by supplying a platform for communication management and payment tools.

ii.        All Fees Are Paid To Freelance Users. MedLance does not provide medical technology development services and does not charge for medical technology development services. Payments made to Freelance Users via MedLances billing platform are transferred directly to the Freelance Users payment account, less any associated service and processing fees (e.g. credit card fees).

Freelance Users Shall Receive Payment Through The Service For All User Transactions. As further defined in the Addendum, as a Freelance User of MedLance, you agree to process all retainers, invoices, all amounts billed to any Client Users at all times (Payments”) through the Service.  You agree to process such Payments through the Service even if the Client Users request that you perform a different assignment or matter from the Project request posted via the Service.  If a Client User is either unwilling or unable to make payment via MedLance, Freelance User agrees to notify MedLance of any new payment arrangement. Without limitation of MedLance’s rights and remedies, payment by a Client User to Freelance User, made outside of the Service without prior notification to MedLance, constitutes a full waiver by both the Client User and the Freelance User of any MedLance payment guarantees or dispute protections as discussed in Sections 14 and 15 below, even as they may relate to prior Payments made within the Service.

 

e.      MedLance Membership Subscription.  As further defined in the Addendum, you agree to any future membership subscription fees in connection with your use of the MedLance Service (“Membership Subscription”).

f.       Promotional Codes and Credits. MedLance may, in its sole discretion, create promotional codes that may be redeemed for account credit, or other features or benefits related to a Freelance User’s services, subject to the following terms and any additional terms that MedLance establishes on a per promotional code basis (“Promo Codes”). Certain specific terms govern Freelance Users and payment.

i.          Use of Promo Codes Does Not Imply a Relationship. From time to time, Client Users may have access to discounts supplied by MedLance which, in part, use MedLances funds to pay for a portion of the fees paid by Client Users to Freelance Users. The use of such coupons does not imply any relationship between MedLance and the Freelance Users where a coupon is used for any paid billings from a Client User.

ii.        Promo Codes must be used by their intended audience, for their intended purpose, and in a lawful manner.

iii.       Promo codes may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public forum or otherwise), unless expressly authorized by MedLance. Promo Codes have no cash value and may expire or be disabled by MedLance at any time, for any reason, prior to your use. MedLance reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that MedLance determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms.

7.    Contingent Recruiting

a.      In the event that Client User employs any Freelance User as a full-time employee, Client User will pay MedLance a fee equal to the Freelance Users first year salary under the Client Users employment multiplied by the Recruiting Fee Percentage.”

b.     The Recruiting Fee Percentage shall be equal to a) 25% if the Freelance User becomes a full-time employee within 12 months of the Effective Date, OR b) 10% if the Freelance User becomes a full-time employee 12 months after the Effective Date.

8.    Disintermediation Policy and Fees.

a.      The parties acknowledge that MedLance uses substantial labor and effort to connect Client Users with MedLances Freelance Users.  Except as provided in section 7.a and 7.b, above, Client User represents and warrants that it will not circumvent or attempt to circumvent MedLance or this Agreement, or in any way procure legal services from a Freelance User outside of the MedLance Platform, without MedLances prior written consent. Should Client User breach its warranty in this section, Client User shall promptly pay MedLance a one-time fee equal to the greater of: 1) twenty five percent (25%) of Freelance Users estimated annual compensation from Client User; or 2) $12,500.  The parties expressly agree that the damages from Client User’s breach of the foregoing warranty are difficult to ascertain, and the foregoing amount represents a reasonable estimate of such damages and not a penalty. Upon payment of the aforementioned amounts described in this Section, MedLance shall provide written consent for the Freelance User to provide services to Client User through the Service.  This section shall not apply to a Client User who has a demonstrated history of obtaining services from Freelance User, prior to the Effective Date of this Agreement.

b.     At MedLances discretion, any Freelance Users engaging Client Users in such a manner as to cause a violation of 8.a. above may have substantial restrictions placed on their account, which may meaningfully limit their usage of the Service and/or may have their account suspended or terminated.

9.    Third Party Content. There may be content from third parties on MedLances website, such as blog posts written by other users or links to other websites. Because we cannot control that content, we are not responsible for that content or for the websites that content may link to.

a.      Access To Third Party Content. By using the Service, you will be able to access Content belonging to or originating from third parties (Third Party Content”). Your use of the Service is consent for MedLance to present this Content to you. You acknowledge all responsibility for, and assume all risk for, your use of Third Party Content.

b.     No Responsibility For Third Party Content. As part of the Service, MedLance may provide you with convenient links to third party website(s) as well as other forms of Third Party Content. These links are provided as a courtesy to Users. We have no control over third party websites or content or the promotions, materials, information, goods or services available on them. By linking to such content, we do not represent or imply that we adopt or endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than MedLance. We are not responsible for any Third Party Content accessed through our Website. If you decide to leave the Website and access Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any such content.

c.      No Authorization To Use Third Party Content. This Agreement does not authorize you to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third Party Content except as permitted by MedLances terms and conditions.

10. Copyright Infringement and DMCA Policy. If you believe that material located on or linked to by MedLance violates your copyright, please notify MedLance in accordance with our Digital Millennium Copyright Act Policy.

a.      Termination of Repeat Infringer Accounts. MedLance respects the intellectual property rights of others and requests that our Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we will terminate a Users access to and use of the Website if, under appropriate circumstances, the user is determined to be a repeat infringer of the copyrights or other intellectual property rights of MedLance or others. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.

b.     DMCA Take-Down Notices. If you are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on the Service infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (DMCA”) by sending a properly formatted take-down notice in writing to MedLance.

c.      Response To DMCA Take-Down Notices. If MedLance takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to MedLance. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as lumendatabase.org.

d.     Counter-Notices. If you believe that your User-Generated Content that has been removed from the Website is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content you submitted to the Website, you may send a properly formatted counter-notice to MedLance.

e.      Response to DMCA Counter-Notices. If a counter-notice is received by MedLances copyright agent, MedLance may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.

11. Intellectual Property Notice. MedLance retains all ownership of our intellectual property, including our copyrights, patents, and trademarks.

a.      No Transfer. MedLance retains ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, patents, trademarks and other proprietary rights. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. This Agreement does not transfer from us to you any MedLance or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with us. We reserve all rights that are not expressly granted to you under this Agreement.

b.     Specifically, all trademarks that appear, are displayed, or are used as part of the Service are registered or common law trademarks or service marks of MedLance Inc. These trademarks may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from MedLance, except as an integral part of any authorized copy of the Content.

12. Email Communications. We use email and electronic means to stay in touch with our users.

a.      Electronic Communications Required. For contractual purposes, you (i) consent to receive communications from MedLance in an electronic form via the email address you have submitted or via the Service; and (ii) agree that all Terms of Use, agreements, notices, disclosures, and other communications that MedLance provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. This section does not affect your non-waivable rights.

b.     Legal Notice To MedLance Must Be In Writing. Communications made through email or the Services private messaging system will not constitute legal notice to MedLance or any of our officers, employees, agents or representatives in any situation where notice to MedLance is required by contract or any law or regulation.

13. Termination. As further defined herein and subject to the Addendum, you may cancel this Agreement and close your account at any time. The foregoing termination for convenience does not apply to a Users Membership Subscription per the terms of the Addendum.  Termination of the MedLance Service does not terminate confidential relationships or obligations.

a.      You May Terminate This Agreement. If you wish to terminate this Agreement or your account with the Service, you may simply discontinue using MedLance. If you wish to delete your User account data, please contact MedLance at [email protected] We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we reserve the right to delete your full profile within 90 days.

b.     MedLance May Terminate This Agreement. MedLance may terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately.

c.      Relationships Between Freelance User And Client User Survive Termination. Termination of your relationship with MedLance does not affect your relationship with any Freelance or client you have retained through the MedLance Service. All legal, contractual, and ethical duties, obligations and responsibilities survive termination of the MedLance relationship.

d.     Some Provisions Survive Termination. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. Payment and Transactions.

a.      Payment Process. As further defined herein and in the Addendum, payment will be processed as specified in the proposal and/or invoice and agreed upon by the Client User and the Freelance User. When a Project (or a segment thereof as pre-agreed in writing by the Client User and the Freelance User) is marked as completed by the Freelance User, MedLance will inform the Client User that the Project (or a segment thereof as pre-agreed in writing by the Client User and the Freelance User) is complete. The Client User must then pay the agreed-upon amount or request changes. If the Client User has taken no action after 24 hours, MedLance will have the right to charge the Client User’s credit card, bank account, or PayPal account for the full amount of the agreed-upon fee or undisputed invoice, including applicable service or processing fees. The Client User may submit disputes over payment to [email protected] provided that he or she adheres to the other conditions set forth in Section 15 (Client User-Freelance User Dispute Resolution Procedures).

b.     Responsibility for Payment. You are responsible for all fees, including taxes, service, and processing fees, associated with your use of the Service. By using the Service, you agree to pay the Freelance User through MedLance the amount agreed on in the Proposal or undisputed invoice, and the associated service and processing fees, unless you dispute the invoice by sending an email to [email protected] and adhere to the other conditions set forth in Section 15 (Client User-Freelance User Dispute Resolution Procedures). You are responsible for providing us with a valid means of payment.

c.      MedLances Responsibility. MedLance agrees to present you with a full invoice of each charge in advance of charging your credit card or PayPal account. MedLance agrees to pay the applicable Freelance User the amount received, less service or processing fees, if any.

d.     Payment Authorization. By agreeing to these terms and those contained in the Addendum, you are giving MedLance permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize MedLance to bill, as well as any payments owed for a Users Membership Subscription. Depending on the Services or Users Membership Subscription, MedLance may charge you on a one-time or recurring basis. You authorize MedLance to charge you the full amount owed to any Freelance User via the Service, as well as any applicable service and processing fees. For the avoidance of doubt, in the event that in a particular instance a Freelance User only uses the Services to invoice you for services other than those which are the subject of a Proposal, by placing your credit card or PayPal account on file with MedLance or our third party payment processor, you acknowledge and agree that the payment terms set forth in this Section 12 shall apply.

15. Client User- Freelance User Dispute Resolution Procedures.  In the event that a Client User has a good faith belief that the nature or quality of the services rendered by a Freelance User in connection with the relevant Project are not consistent with industry standards or the provisions of the related Proposal or these Terms of Use, or the amounts invoiced for the services provided by such Freelance User are not consistent with such Proposal (such matter, a Services-Related Disputed Matter”), he or she shall be permitted to withhold payment of any disputed amounts which are the subject of such matter (the Withheld Payment Amounts”), subject to the following terms and conditions (the Withheld Payment Amount Conditions”):

a.      Within 24 hours of the date of the related invoice (such period, the Client User Dispute Notice Period”), the Client User shall provide written notice to MedLance setting forth in reasonable detail the facts and circumstances which are the basis of the Services-Related Disputed Matter (each, a Services-Related Dispute Notice”).  The Client Users failure to submit a Services-Related Dispute Notice within the Client User Dispute Notice Period shall constitute such Client Users permanent waiver of his or her right to dispute the Withheld Payment Amounts, which amounts will be charged to the Client Users on-file credit card, PayPal account, or other approved methods of payment in accordance with Section 13.d. of these Terms of Use.

b.     In the event that the Client User does submit a Services-Related Dispute Notice within the Client User Dispute Notice Period, and such request contains the information set forth in clause 15.a. above, MedLance will attempt in good faith to work with the Client User and Verified Freelance User for a period of up to fifteen (15) calendar days from the date of the Services-Related Dispute Notice (such period, the Services-Related Disputed Matter Mediation Period”) to resolve the Services-Related Disputed Matter.  In the event that the Services-Related Disputed Matter is successfully resolved within the Services-Related Disputed Matter Mediation Period, each of the Client User, Verified Freelance User and, if relevant, MedLance will take the agreed upon steps to execute the agreed-upon resolution.

c.      In the event that the Services-Related Disputed Matter remains unresolved at the conclusion of the Services-Related Disputed Matter Mediation Period, by no later than the fourteenth (14th) calendar day after the end of the Services-Related Disputed Matter Mediation Period, MedLance shall make a determination in its sole and absolute discretion (the MedLance Services-Related Disputed Matter Decision”), and based upon the information theretofore provided by the Client User and Freelance User, as to whether the nature and quality of the services rendered in connection with the Project which is the subject of the Services-Related Disputed Matter were consistent with industry standards, the provisions of the related Proposal and these Terms and Conditions. Should MedLance decide the Services-Related Disputed Matter in favor of the Freelance User, the Client User shall be obligated to make payment of the Withheld Payment Amounts to such Freelance User within the seven (7) calendar day period after the date on which such Client User is notified in writing of the MedLance Services-Related Disputed Matter Decision (the MedLance Services-Related Disputed Matter Decision Notice”).  In the event that the Client User fails to make timely payment, MedLance will remit the Withheld Payment Amounts to the Freelance User who will assign his or her rights to reimbursement for such amounts to MedLance which may, in its sole discretion, process payment pursuant to Section 13.d and/or elect to pursue its rights and remedies against the Client User.

d.     Should MedLance decide the Services-Related Disputed Matter in favor of the Client User, the Client User shall no longer be obligated to make payment of the Withheld Payment Amounts to the Freelance User and shall be deemed to have assigned all of his or her rights with respect to the Services-Related Disputed Matter to MedLance. In such event, the Freelance User shall (i) be deemed to have waived his or her rights to seek such amounts from the Client User, and (ii) have the right to initiate binding arbitration proceedings with respect to the Withheld Payment Amounts against MedLance which are equivalent to those proceedings set forth in Section 21.d. hereof (Arbitration) by providing MedLance with written notice of his or her exercise of such right within ten (10) calendar days after the date of the Services-Related Disputed Matter Decision Notice (such period, the Services-Related Arbitration Election Time Period”).  In the event that the Freelance User does not exercise his or her right to initiate arbitration proceedings during the Services-Related Arbitration Election Time Period, he or she shall be deemed to have permanently waived his or her right to payment of the Withheld Payment Amounts.

e.      In the event that the Freelance User and Client User have both timely availed themselves of the rights set forth in Section 14 and Section 15, the procedures set forth in Section 15 shall take precedent over the proceedings set forth in Section 14 and the Freelance User agrees to permanently waive his or her right to pursue his or her rights set forth in Section 13 with respect to the facts and circumstances underlying the Payment-Related Disputed Matter.  The procedures set forth in this Section 15 shall be referred to herein as the Alternative Dispute Resolution Procedures”.

16.  Disclaimer of Warranties. We provide the Service as is, and we make no promises or guarantees about the Service. Please read this section carefully; you should understand what to expect.

a.      MedLance provides the Service as is,” without warranty of any kind. Without limiting the foregoing, MedLance expressly disclaims all warranties, whether express, implied or statutory, regarding the Website and the Service including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

b.     Specifically, MedLance makes no representation or warranty that the information we provide or that is provided through the Service is accurate, reliable or correct; that the Service will meet your requirements; that the Service will be available at any particular time or location, that the Service will function in an uninterrupted manner or be secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your use of information, content or other material obtained from the Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.

17. Limitation of Liability. We will not be liable for damages or losses arising from your use of the Service or arising under this Agreement. Please read this section carefully; it limits our obligations to you.

a.      To the fullest extent permitted by applicable law, in no event will MedLance be liable to you for any loss of profits, use, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from (i) the use, disclosure, or display of your User-Generated Content; (ii) your use of or inability to use the Service; (iii) the Service generally or the software or systems that make the Service available; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Service; (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Use; or (x) any other interactions with MedLance or any other User of the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not MedLance has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. MedLance will have no liability for any failure or delay due to matters beyond our reasonable control. Some jurisdictions limit or do not permit disclaimers of liability, so this provision may not apply to you.

 

b.     Additionally, in no event will MedLance, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The aggregate liability of MedLance, our affiliates, our licensors, and our third-party service providers to any user for all claims arising out of or in connection with this Agreement will not exceed the lesser of: (a) $2,500; or (b) any fees retained by MedLance with respect to service contracts on which User was involved as client or freelancer during the six-month period preceding the date of the first such claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this agreement or the other terms of service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply.

 

18. Third Party Beneficiaries. Freelance Users are intended third-party beneficiaries of this section of the Terms of Use. Any legal information provided on the Service is for informational purposes only. MedLance and any creator of User-Generated Content containing legal information disclaim all warranties, either express or implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of third parties’ rights, and fitness for particular purpose, to the fullest extent permitted by law. In no event will MedLance or a Freelance User be liable for any damages (including, without limitation, incidental and consequential damages, personal injury / wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Service or the User-Generated Content, whether based on warranty, contract, tort, or any other legal theory, and whether or not MedLance or contributors of User-Generated Content are advised of the possibility of such damages. Neither MedLance nor contributors of User-Generated Content are liable for any personal injury, including death, caused by your use or misuse of the Service or User-Generated Content.

19. Release and Indemnification.

a.      You agree to indemnify and hold harmless MedLance from and against any and all claims and expenses, including attorneys fees, arising out of your use of the Service, including but not limited to your violation of this Agreement.

b.    If you have a dispute with one or more Users, you release MedLance from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: 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.”

20. Modification of Terms of Use.  MedLance may amend this Agreement from time to time, and in MedLances sole discretion. We will provide notification to Users of material changes to this Agreement (i) by sending a notice to the primary email address specified in your account, which will take effect immediately upon our sending of this email, and/or (ii) through our Website at least 30 days prior to the change taking effect by posting a notice on our home page.  Non-material changes to this Agreement will take effect immediately. We encourage visitors to frequently check this page for any changes to this Agreement.   Your continued use of the Service after the effective date of a revised version of this Agreement constitutes your acceptance of its terms.

21. Dispute Resolution and Arbitration Agreement

a.      MedLance is committed to participating in a consumer-friendly dispute resolution process. This Dispute Resolution and Arbitration Agreement shall apply if your (i) country of residence is in the United States; or (ii) your country of residence is not in the United States, but you bring any claim against MedLance in the United States (to the extent not in conflict with Section 21).

b.     Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, you and MedLance each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. We will contact you at the email address you have provided to us; you can contact MedLances customer service team by emailing us. If after a good faith effort to negotiate one of us feels the dispute has not been and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) provided to the other party, as specified in the AAA Rules.

c.      Agreement to Arbitrate. You and MedLance mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the MedLance Service (collectively, Disputes”) will be settled by binding arbitration (the Arbitration Agreement”). If there is a dispute about whether this Arbitration Agreement can be enforced or applies to our Dispute, you and MedLance agree that the arbitrator will decide that issue.

d.     Exceptions to Arbitration Agreement. You and MedLance each agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a partys copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).

e.      Modification to AAA Rules – Arbitration Hearing/Location. In order to make the arbitration most convenient to you, MedLance agrees that any required arbitration hearing may be conducted, at your option, by telephone, online, or based solely on written submissions; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

f.       Modification of AAA Rules – Attorneys Fees and Costs. You and MedLance each agree that either party may be entitled to seek an award of attorney fees and expenses if they prevail in arbitration, to the extent provided under applicable law and the AAA rules.

g.      Arbitrators Decision. The arbitrators decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court with proper jurisdiction. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimants individual claim.

h.     Jury Trial Waiver. You and MedLance acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable Disputes.

i.       No Class Actions or Representative Proceedings. You and MedLance acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding as to all Disputes. Further, unless you and MedLance both otherwise agree in writing, the arbitrator may not consolidate more than one partys claims and may not otherwise preside over any form of any class or representative proceeding. If this paragraph is held unenforceable with respect to any Dispute, then the entirety of the Arbitration Agreement will be deemed void with respect to such Dispute.

j.       Severability. In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect, unless Section 21(i) is found unenforceable, in which case this Arbitration Agreement shall not apply.

k.     Changes. Notwithstanding the provisions (Modification of these Terms”), if MedLance changes this Section (Dispute Resolution and Arbitration Agreement”) after the date you last accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email) within three (3) days of the date such change became effective, as indicated in the Last Updated” date above or in the date of MedLances notice to you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and MedLance in accordance with the provisions of the Dispute Resolution and Arbitration Agreement” section as of the date you last accepted these Terms (or accepted any subsequent changes to these Terms).

22. Miscellaneous. This Agreement is governed by California law without regard to its principles of conflicts of law. You, and you alone, are responsible for any obligations you agree to under this contract. If we are involved in a merger or we are bought, we may transfer or assign this Agreement. You may only agree to these terms if you are able to form a binding contract in your State.  These terms, including our Privacy Policy, are the complete agreement between us, and no other terms apply.

a.      Governing Law. Except to the extent applicable law provides otherwise, this Agreement between you and MedLance and any access to or use of the Service are governed by the federal laws of the United States of America and the laws of the State of California, without regard to conflict of law provisions. You and MedLance agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California, except as provided below in this Agreement.

b.     Severability. If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the partiesoriginal intent. The remaining portions will remain in full force and effect. Any failure on the part of MedLance to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

c.      Limitation of Term of Action. You agree that any cause of action brought by you and related to or arising out of your relationship with MedLance must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

d.     Non-Assignability. MedLance may assign or delegate these Terms of Use and/or the MedLance Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without MedLances prior written consent, and any unauthorized assignment and delegation by you is void.

e.      Section Headings and Summaries Non-Binding. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

f.       Complete Agreement. These Terms of Use and the Addendum, together with the Privacy Policy at https://www.MedLance.co/privacypolicy, represent the complete and exclusive statement of the agreement between you and MedLance. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and MedLance relating to the subject matter of this Agreement. This Agreement may only be modified by a written amendment signed by an authorized MedLance executive, or by the posting by MedLance of a revised version.

g.      Authorization to Contract. You represent and warrant that if you are an individual, you are of legal age to form a binding contract; or that if you are registering on behalf of an entity, that you are authorized to enter into, and bind the entity to, these Terms of Use and register for the Service.

You acknowledge that you have read these Terms of Use and the Addendum (Addendum for subscribed Freelance Users only), understand the Terms of Use and Addendum, and will be bound by these terms and conditions.