TERMS OF USE
Effective: December, 2023
DxPortal and Mobile App

This Terms of Use document is your agreement with Nextgen Management, LLC dba DxWeb Management LLC and DxWeb (“DxWeb”, “us” or “we”) for the use of this health information portal provided via DxWeb.com (“DxWeb Website”) and DxWeb’s Mobile App for DxPortal (“Mobile App”) (sometimes collectively referred to as “DxPortal”).

DxWeb provides DxPortal and its Mobile App (currently in development) to you in conjunction with your health care provider and their medical practice (“HCP”) for your convenience and in order to provide you the ability to access certain health related information and services. Your access to this Portal is governed by your agreement with the terms of this DxPortal Terms of Use agreement and the DxPortal Privacy Notice with HIPAA Authorization. Together, these three documents constitute the agreement between you and DxWeb regarding use of DxPortal and its Mobile App.

PLEASE PRINT A COPY OF THESE TERMS & CONDITIONS OF USE FOR YOUR REFERENCE. Please Note: If you are registering for DxPortal not as a patient of a particular HCP, but for general health management reasons, the term "Patient", "you" or "your" means you as the registrant for DxPortal, and "HCP" shall mean DxWeb which is providing you information about health care issues and/or products, but is not providing medical advice of any kind.

REGISTERING FOR USE OF THIS PORTAL AND/OR FOR RECEIVING TEXT MESSAGES IS NOT A PRE CONDITION TO YOUR RECEIPT OF MEDICAL SERVICES FROM YOUR HCP. DXPORTAL AND TEXT MESSAGING ARE PROVIDED AS A COURTESY. You may cancel this agreement, opt out and discontinue the use of DxPortal or the Mobile App at any time by contacting us using the information below.

Portal Not for Emergency Use. DxPortal should never be used for urgent health care matters. If you are experiencing an urgent health matter or otherwise need immediate attention, you should phone your HCP or call 911.

Electronic Communications. You understand by signing up to access DxPortal, you are agreeing to engage in electronic transactions and that electronic agreements and electronic signatures are binding and meet any legal requirements that any document or signature be in writing. Clicking "I agree" is the equivalent of a signature in writing.

No Medical Advice. DxWEB IS NOT RESPONSIBLE FOR ANY CONTENT THAT A THIRD PARTY MAY MAKE AVAILABLE OR COMMUNICATE THROUGH THIS WEBSITE OR DXPORTAL. ANY DxWEB OR THIRD PARTY CONTENT MADE AVAILABLE TO YOU IS TO BE USED FOR INFORMATIONAL PURPOSES ONLY. YOU ACKNOWLEDGE THAT DxWEB CONTENT IS IN NO CASE TO BE USED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE NOR IS IT INTENDED TO BE RELIED UPON BY ANY PERSON OR ENTITY FOR PURPOSES OF MEDICAL DIAGNOSIS OR TREATMENT. DxWEB OR ITS VENDORS AND PARTNERS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE ACCURACY OF THE CONTENT, BUT NEITHER DxWEB NOR ITS AFFILIATES OR VENDORS GUARANTEES THE SEQUENCE, ACCURACY, OR COMPLETENESS OF THE CONTENT AND SHALL NOT BE LIABLE IN ANY WAY TO YOU, OR ANYONE ELSE TO WHOM THE CONTENT MAY BE FURNISHED, FOR ANY DELAYS, INACCURACIES, UNAVAILABILITY, ERRORS OR OMISSIONS IN THE CONTENT. SUCH CONTENT IS RELIED UPON AT YOUR OWN RISK AND SOLE DISCRETION. IF YOU ARE A PATIENT OR LEGAL REPRESENTATIVE OF A PATIENT, CERTAIN CONTENT MAY CONSIST OF YOUR IDENTIFIABLE HEALTH INFORMATION MAINTAINED IN YOUR ELECTRONIC HEALTH RECORDS MAINTAINED BY YOUR HCP. DxWEB IS NOT YOUR HCP. Contact your HCP if you have questions about these rights with respect to information about you that is stored or otherwise used by them including their privacy notices and terms of use.

Portal Content and Access. DxWeb reserves the right without prior notice to discontinue any services or content available on DxPortal or otherwise change specifications at any time without incurring any obligations to you or any other party.

User Names and Access. If your registration is confirmed by DxWeb, you will be provided with access to the DxPortal via a user name and password that you select during the registration process. You are responsible for all activity under any user name assigned to your account. You have the sole responsibility for ensuring the confidentiality of the user name and password for your account. You agree to immediately notify DxWeb of any unauthorized use of your account or any user name assigned to your account and any other breach of security of which you become aware. YOU SHOULD NEVER USE A PUBLIC COMPUTER TO ACCESS DXPORTAL

Consent and Agreement. Your use of this Portal is governed by any notices or terms, including without limitation, the DxPortal Privacy Notice with HIPAA Authorization and this agreement. However, because DxPortal is hosted online, DxWeb may occasionally need to notify all Portal users of announcements or changes related to DxPortal, such as to the DxPortal Terms of Use or other policies or notices. You confirm that you have authorized your HCP and/or DxWeb to send you the link by email or text to you to register to access DxPortal to complete your registration for DxPortal and that you have the legal authority and capacity to execute the registration and agree to the DxPortal Privacy Notice with HIPAA Authorization and this agreement. Both DxWeb and your HCP will collect, use and disclose your identifiable health information (personal information and protected health information) obtained via DxPortal in accordance with the Health Insurance Portability and Accountability Act ("HIPAA") privacy and security rules, meaning, on a need-to-know basis within our companies in order to operate DxPortal. Please see our Privacy Notice with HIPAA Authorization for additional information. For certain uses of your health information, such as for us to send you certain communications tailored to you including appointment reminders, prescriptions including educational materials, guidance and third-party financial savings offers in the form of coupons and special offers for prescription cost savings, prescription refill reminders, as well as medication and patient compliance reminders, you may be asked to execute a separate HIPAA Authorization form for such use and/or disclosure that appears at the end of the DxPortal Privacy Policy with HIPAA Authorization. Your execution of the HIPAA Authorization form permitting such uses and/or disclosures is voluntary.

Privacy Notice. Access to this Portal may be monitored from time to time by DxWeb. Your use of this Portal constitutes your consent to such monitoring and data collection as set forth in our DxPortal Privacy Notice with HIPAA Authorization.

Services. Subject to approval of your request for Portal access and your compliance with this Agreement and the accompanying DxPortal Privacy Policy with HIPAA Authorization, DxWeb grants to you a non-exclusive, non-transferable, limited license to access and use DxPortal (including its contents ("Content") and services ("Services") solely for your personal use. We reserve the right to change, modify, suspend or discontinue any aspect of the Content or Services available, or DxPortal in its entirety, at any time without notice. You acknowledge that you will be responsible for (i) obtaining and maintaining all computer hardware, software and communications equipment necessary to access DxPortal, and (ii) paying all third-party telecommunications or other charges incurred by you while using DxPortal. Message, Voice and Data rates may apply.

THE HEALTH INFORMATION MADE AVAILABLE TO YOU ON DxPORTAL IS YOUR IDENTIFIABLE HEALTH INFORMATION MAINTAINED IN YOUR ELECTRONIC HEALTH RECORDS MAINTAINED BY YOUR PROVIDER AND, IF YOU ELECT TO RECEIVE IT, CERTAIN MATERIALS RELATED TO YOUR TREATMENT MADE AVAILABLE TO YOU BY DxWeb AND THIRD PARTIES. YOU ACKNOWLEDGE THAT DxWeb HAS NO RESPONSIBILITY OR LIABILITY FOR THE HEALTH INFORMATION MAINTAINED BY YOUR PROVIDER. ANY DxWeb OR THIRD PARTY CONTENT THAT MAY BE MADE AVAILABLE TO YOU VIA THIS PORTAL, AS MAY BE PERMITTED BY LAW, IS IN NO CASE TO BE USED AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE NOR IS IT INTENDED TO BE RELIED UPON BY ANY PERSON OR ENTITY FOR PURPOSES OF MEDICAL DIAGNOSIS OR TREATMENT. PLEASE CONTACT YOUR PROVIDER FOR MEDICAL ADVICE. DxWeb OR ITS VENDORS SHALL USE COMMERCIALLY REASONABLE EFFORTS TO ENSURE THE ACCURACY OF THE CONTENT, BUT NEITHER DxWEB, ANY PROVIDER, NOR THEIR RESPECTIVE AFFILIATES OR VENDORS GUARANTEES THE SEQUENCE, ACCURACY, OR COMPLETENESS OF THE CONTENT AND SHALL NOT BE LIABLE IN ANY WAY TO YOU, OR ANYONE ELSE TO WHOM THE CONTENT MAY BE FURNISHED, FOR ANY DELAYS, INACCURACIES, UNAVAILABILITY, ERRORS OR OMISSIONS IN THE CONTENT. SUCH CONTENT IS RELIED UPON AT YOUR OWN RISK AND SOLE DISCRETION.

DxPortal is to be used for the purposes of obtaining the Content, Health Information and Services. Neither DxWeb nor its vendors is a party to, nor is DxWeb or its vendors otherwise involved in, any transactions entered into between you and your Provider, even if such transaction occurs via this Portal. Furthermore, neither DxWeb nor its vendors shall be liable for any dispute that arises between you and the Provider or any third party.

Ownership. The content on DxPortal including without limitation the text, graphics, logos, button icons, images, video or audio clips, digital downloads, data compilations and software, is the property of DxWeb or its affiliates or vendors and is protected under applicable United States and international patent, copyright, trademark and other intellectual property laws. The compilation of all content on this Portal, as well as the original arrangement, organization, design, formatting, trade dress, look and feel of DxPortal is also the exclusive property of DxWeb or its respective affiliates or vendors and is also protected by United States and international intellectual property laws. DxWeb or its affiliates are the owner of the trademarks DxWeb, DxScript and DxConnect, among others. Other graphics, logos, button icons, and service names appearing on this Portal are also the distinctive and protected trademarks, service marks, or trade names of DxWeb or its affiliates. This Portal may contain various third-party names and marks that are the property of their respective owners. Any unauthorized use of our marks or of our copyrighted material or trade dress or any other intellectual property is strictly prohibited and may be prosecuted to the fullest extent that the law provides. Any feedback, suggestions, solutions, improvements, corrections or other contributions you provide regarding the Content, Services or Portal shall become the sole property of DxWeb and you agree to assign and hereby assign any and all such rights to DxWeb without charge. You further agree to take all acts reasonably requested by DxWeb to confirm DxWeb's ownership of such items.

Copyright Infringement - DMCA Notice. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under US copyright law. If you believe in good faith that content or material on this website infringes a copyright owned by you, you (or your agent) may send the Company a notice requesting that the material be removed, or access to it blocked. This request should be sent to: DxWeb 5355 Town Center Road, Suite 203, Boca Raton, FL 33486, Email: customercare@dx-web.com. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the website should be sent to the address above.

Submissions. Should you send DxWeb any Portal postings, feedback or data, such as ideas, comments, and suggestions or questions regarding any DxWeb product or service (including this Portal or Portal), such information will not be given confidential treatment. DxWeb will not have any obligation of any kind to you with respect to any postings, feedback or data that you submit regarding DxPortal. Your submission of such postings, feedback and data affects an assignment to DxWeb of such material (along with any underlying or related ideas, concepts, techniques and know-how) and you agree to assign and hereby assign all such postings, feedback and data to DxWeb without charge. As the sole and exclusive owner of such postings, feedback and data, DxWeb will be free to reproduce, copy, use, disclose and distribute the information to others including without limitation incorporating your postings, feedback or data (and any underlying or related ideas, concepts, techniques and know-how) into any DxWeb product or service or this Portal without compensation to you of any kind.

Notwithstanding the above, certain portions of DxPortal may permit and facilitate communications via DxPortal between patients and physicians, which will be kept confidential as required by law.

License to Access. You may view, copy, print and use content contained on this Portal solely for your own personal use, provided that: (1) it is used for your internal or personal purposes only; (2) no text, graphics or other content available from DxPortal is modified or framed in any way; and (3) no graphics available from this Portal are used, copied or distributed separate from accompanying text. The use of any content for commercial purposes is expressly prohibited. Nothing in this Agreement is intended to, or may be construed as, conferring by implication, estoppel or otherwise any license or other grant of right to use any patent, copyright, trademark, service mark or other intellectual property of DxWeb or any third party, except as expressly provided in this section. You may not use, copy, modify, distribute, translate, reproduce, republish, disassemble, reverse engineer, decompile, mirror, frame, hyperlink or transmit any of the content or materials of this Portal or rent or sell use of or access to (such as on a time share or service bureau basis) this Portal, or any of the content or materials on DxPortal. You may not permit third parties to access this Portal or use any Portal content and may not make any other use of DxPortal or any DxPortal content except as set forth in this agreement, unless otherwise expressly agreed to in writing by DxWeb. You may not scrape, harvest or collect information about others, including e-mail addresses. You agree to use DxPortal for lawful purposes only. You may not post or transmit through DxPortal any material (i) that violates or infringes in any way upon the rights of others, (ii) that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, (iii) that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or (iv) that, without DxWeb express prior approval, contains advertising or any solicitation. Any conduct by you that, in our discretion, restricts or inhibits any other person from using or enjoying DxPortal will not be permitted. You understand and agree that DxWeb may terminate or otherwise deny your access to DxPortal and without notice in the event DxWeb believes in its sole discretion that (i) you have violated a provision of this Agreement or your registration agreement, (ii) you have used or misused DxPortal in a manner that DxWeb has determined is unlawful, unethical or otherwise inappropriate, or (iii) such action is reasonably necessary to protect a third party or DxWeb or if such action is otherwise required by law. You acknowledge and agree (1) that your use of this Portal is at your own discretion and risk, (2) that use of any material, information or data downloaded or otherwise obtained through the use of this Portal is at your own discretion and risk, and (3) that you are solely responsible for any damage to your computer system for loss of data that results from the download of such material, information or data, and for any other form of damage that may be incurred.

Third-Party Portals. This Portal may contain links to, or be accessed through links on, websites managed and operated by or on behalf of third parties (including your physician) or other third party entities. These third parties are separate and independent entities and are not agents of DxWeb. DxWeb does not have control over such third party websites or the content of such websites. As a result, DxWeb does not have responsibility for the information, misinformation, errors, availability, operation or performance of any such third party website to which this Portal may link or from which DxPortal may be accessed.

Linking. If you operate another website and are interested in linking to our Portal, you must contact DxWeb to obtain permission in writing.

No Endorsements. Reference to any pharmacy, physician, product, recording, event, process, publication, service, or offering of any third party by name, trade name, trademark, service mark, company name or otherwise does not constitute or imply the endorsement or recommendation of such by DxWeb. Any views expressed by third parties on this Portal are solely the views of such third party and DxWeb assumes no responsibility for the accuracy or veracity of any statement made by such third party.

Warranty Disclaimer DxPORTAL AND ALL INFORMATION, SERVICES AND RELATED MATERIALS IT CONTAINS ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." DxWEB MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE COMPLETENESS, ACCURACY, CURRENCY, OR ADEQUACY OF, OR THE SUITABILITY, FUNCTIONALITY, AVAILABILITY, OR OPERATION OF THIS WEBSITE OR THE INFORMATION OR MATERIALS IT CONTAINS. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DxWEB, AND ITS RESPECTIVE AFFILIATES AND VENDORS, SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THIS WEBSITE AND THE INFORMATION AND MATERIALS CONTAINED ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. USE OF THE INTERNET IS INHERENTLY UNRELIABLE. AS A RESULT, DxWEB DOES NOT WARRANT THAT THE WEBSITE OR YOUR ACCESS TO THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE WEBSITE WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DxWEB DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND THAT USE OF THE INTERNET AND THIS WEBSITE IS AT YOUR OWN RISK. NEITHER DxWEB NOR ITS RESPECTIVE VENDORS, AFFILIATES OR PARTNERS IS RESPONSIBLE FOR ANY VIRUS OR DAMAGE TO YOUR COMPUTER, COMPUTER SOFTWARE, OR ANY LOSS OF DATA THAT MAY RESULT FROM USE OF THE WEBSITE OR ACCESS TO ANY CONTENT OR SERVICES. DxPortal may be unavailable from time to time due to mechanical, telecommunication, software, and third-party vendor failures. DxWeb cannot predict or control when such downtime may occur and cannot control the duration of such downtime. As a result, DxWeb cannot and does not have any liability for such failures. Reasonable efforts are taken to ensure the accuracy and integrity of information and related materials provided by DxWeb on this Portal, but DxWeb is not responsible for misprints, out-of-date information, technical or pricing inaccuracies, typographical or other errors. Information and related materials are subject to change without notice. No advice or information from DxWeb in any manner will create any warranty as to this Portal or any product, service or material available through this Portal. If for any reason you are not satisfied with this Portal or its content, your sole remedy is to cease using this Portal or such content, even if such remedy should fail of its essential purpose.

Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Limitation of Liability. YOU UNDERSTAND AND EXPRESSLY AGREE THAT USE OF DXPORTAL IS AT YOUR OWN RISK. NEITHER DxWEB, YOUR PROVIDER NOR THEIR RESPECTIVE AFFILIATES, VENDORS, OR SUPPLIERS ARE RESPONSIBLE FOR ANY VIRUS OR DAMAGE TO YOUR COMPUTER, COMPUTER SOFTWARE, OR ANY LOSS OF DATA THAT MAY RESULT FROM USE OF DxPORTAL OR ACCESS TO ANY CONTENT OR SERVICES. IN NO EVENT SHALL DxWEB, THE PROVIDER, OR ANY OF THEIR RESPECTIVE VENDORS, AFFILIATES, OFFICERS, MEMBERS, REPRESENTATIVES, SUPPLIERS, DIRECTORS, EMPLOYEES, CONSULTANTS, OWNERS, OR AGENTS BE LIABLE FOR ANY DAMAGES FOR LOSS OF USE, DATA, INFORMATION, PROFITS, BUSINESS, REVENUE, EXPECTED SAVINGS OR BUSINESS INTERRUPTION, OR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO (I) DXPORTAL, CONTENT OR SERVICES, (II) THE USE OR PERFORMANCE OF THIS PORTAL OR ANY LINKED WEBSITE OR ANY CONTENT, SERVICES OR OTHER MATERIAL, SERVICES OR INFORMATION OBTAINED THROUGH THIS PORTAL, OR (Ill) OTHERWISE ARISING OUT OF DXPORTAL, CONTENT, OR SERVICES OR THE USE OR THE INABILITY TO USE THIS PORTAL, CONTENT OR SERVICES, WHETHER SUCH DAMAGES ARE BASED IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF DxWEB, THE PROVIDER, OR ANY OF THEIR RESPECTIVE VENDORS OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE OTHERWISE FORESEEABLE. YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF SUCH DAMAGE IS TO DISCONTINUE YOUR ACCESS TO AND USE OF DXPORTAL, CONTENT AND SERVICES. NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY OF DxWEB, THE PROVIDER AND THEIR AFFILIATES AND VENDORS FOR ANY REASON EXCEED $1,000.00 US DOLLARS, REGARDLESS OF WHETHER THE FOREGOING REMEDIES SHOULD FAIL OF THEIR ESSENTIAL PURPOSE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

No Warranty. DXPORTAL, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. DxWEB, THE PROVIDER, AND THEIR RESPECTIVE VENDORS AND AFFILIATES DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO DXPORTAL, CONTENT AND SERVICES, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE. NONE OF DxWEB, THE PROVIDER, OR THEIR RESPECTIVE VENDORS AND AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION REGARDING (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF DXPORTAL, CONTENT OR SERVICES, (B) ANY MATERIAL, INFORMATION OR DATA DOWNLOADED OR OTHERWISE OBTAINED FROM DXPORTAL OR (C) THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM DXPORTAL, CONTENT, OR SERVICES. None of DxWeb, the Provider, or their respective vendors or affiliates shall have any responsibility for the timeliness, deletion, mis-delivery or failure to store any user communication. DxWeb provides DxPortal, Content and Services to you through the Internet, which is subject to outages, communication and data flow failures, interruptions and delays inherent in Internet communications. You recognize that problems with the Internet, including equipment, software and network failures, impairments or congestion or the configuration of your computer systems, may prevent, interrupt or delay your access to DxPortal. None of DxWeb, the Provider, or their respective vendors or affiliates shall be liable for any delays, interruptions, suspensions or unavailability of DxPortal, or any portion of DxPortal, attributable to problems with the Internet or configuration of your computer systems. There is no warranty or guarantee that access or use of DxPortal, Content or Services will be uninterrupted or error-free. No advice or information, whether oral or written, obtained by you from DxWeb, the Provider or their respective affiliates or vendors in any manner will create any warranty.

Your Representations and Warranties. By clicking "I Agree" on the registration form, you represent and warrant that (i) you are at least eighteen (18) years of age, (ii) you have the legal ability and authority to enter into this Agreement with DxWeb, (iii) the information you have provided to DxWeb in your registration application is accurate and complete (iv) you will comply with any and all laws applicable to your use of DxPortal, (v) you will not interfere with a third party's use and enjoyment of DxPortal, and (vi) you will not interfere with or disrupt DxWeb's or its vendor's security measures. If any information you provide to DxWeb becomes inaccurate, incomplete or otherwise false or misleading, you will immediately notify DxWeb. You also represent, warrant and covenant that your use of DxPortal will be consistent with any and all applicable local, state, national, foreign and international laws and regulations, including, but not limited to any applicable export control laws.

You will not engage in advertising to or solicitation of any other users of DxPortal, nor will you transmit any spam, chain letters or other similar communications to other users via DxPortal. You will promptly report any violation of this Agreement to DxWeb.

Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS DxWEB AND ITS RESPECTIVE VENDORS, AFFILIATES AND THEIR OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, CONSULTANTS, AND AGENTS FROM AND AGAINST ANY CLAIMS, ALLEGATIONS, DAMAGES, LOSSES, LIABILITIES OR EXPENSES (INCLUDING, BUT NOT LIMITED TO ATTORNEYS' FEES) THAT SUCH PARTY MAY SUFFER OR INCUR AS A RESULT OF (I) YOUR USE OR MISUSE OF THE WEBSITE, (II) YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHT OF DxWEB, OR ANY OTHER PERSON OR ENTITY, (Ill) YOUR VIOLATION OF ANY APPLICABLE LAW, INCLUDING WITHOUT LIMITATION ANY PRIVACY OR DATA SECURITY LAW OR REGULATION. OR (IV) YOUR VIOLATION OF THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, DxWEB RESERVES THE RIGHT TO PARTICIPATE IN THE DEFENSE OF ANY SUCH CLAIM, SUBJECT TO YOUR INDEMNIFICATION OBLIGATION.

Disputes and Interpretation. This agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Florida, excluding its choice of law provisions and any controversy or claim arising out of or relating to the terms of this agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association sitting in Palm Beach County or Broward County, FL, in accordance with its Consumer Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. You understand that by agreeing to these terms, you are giving up the right to bring a claim in court or in front of a jury, and that you are giving up the right to proceed with any class action or other representative action. Except as otherwise prohibited by applicable law, any claim with respect to this agreement must be commenced within one (1) year after the action or claim arises. Certain provisions, by their nature or as explicitly stated, will survive any termination or expiration of this Agreement. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition will be severable and shall not affect the validity and enforceability of any remaining condition.

Modifications to this Agreement. DxWeb MAY REVISE THESE TERMS & CONDITIONS OF USE AT ANY TIME. SHOULD ANY REVISIONS BE MADE, DxWEB WILL GIVE NOTICE TO YOU AND ALL USERS BY POSTING A NOTICE REGARDING THE REVISIONS ON THIS WEBSITE, AND THE NEW REVISIONS WILL BE EFFECTIVE AS OF THEIR POSTING. BY ACCESSING OR USING THIS WEBSITE AFTER SUCH REVISIONS ARE POSTED YOU AGREE AND CONSENT TO ALL SUCH REVISIONS.

Prohibited Uses. Nothing in this Agreement may be construed as granting you any other right in DxPortal outside of the limited license to access DxPortal, Content or Services. You may not otherwise use, reproduce, modify, mirror, transmit, display, make, offer to sell, sell, license, decompile, disassemble, reverse engineer, distribute, or create derivative works from DxPortal or any part thereof, or any content or technology contained therein. You may not send unsolicited messages (e.g. spam) through DxPortal, or post or submit information containing viruses, or any computer programs that result or may result in the damage, interference with or interception or expropriation of this Portal, or any related system, software, hardware, data or other information. You may not use any robot, spider or other automatic device or manual process to monitor or copy DxPortal web pages or any content contained on or available through this Portal, including without limitation the Content. You may not use DxPortal (i) in an offensive manner towards any individual or person, (ii) for political purposes, (iii) to harm or exploit minors in any way, (iv) to post, submit or transmit unlawful, harmful, tortuous, defamatory, profane, libelous, hateful or otherwise offensive material, (v) in a racially, ethnically or otherwise impermissibly discriminating manner, (vi) to post or reference obscene, pornographic, indecent or illegal materials, (vii) to discuss, incite or otherwise solicit illegal activity, or (viii) in any manner that infringes upon the rights of any individual or other person, including, but not limited to intellectual property, publicity or privacy rights. DxWeb may, but shall have no obligation to, access and review all information and data provided by you for compliance with the terms of this Agreement or otherwise as set forth in the DxPortal Privacy Notice with HIPAA Authorization.

Cancellation and Termination. DxWeb reserves the right to terminate or suspend your access to and use of DxPortal, in part or in whole, at any time in the event of (i) your breach or suspected breach of any of the provisions of this agreement, including without limitation the DxPortal Privacy Notice with HIPAA Authorization, ii) your use or misuse of DxPortal, Content or Services, for any activity or course of conduct that DxWeb deems to be unlawful or unethical, (iii) in the event DxWeb reasonably determines that such termination is necessary or proper, or (iv) DxWeb ceases providing DxPortal, Content or Services. In addition, if the relationship between your Provider and DxWeb is terminated or discontinued for any reason, your account will be deactivated within ninety (90} days after the termination or discontinuance. To the extent reasonably possible, DxWeb may provide you advance written notice of such termination or suspension.

Contact Us. If you have any questions about DxPortal Terms of Use, please contact us at: DxWeb, 5355 Town Center Road, Suite 203, Boca Raton, FL 33486,
Email: customercare@dx-web.com

Entire Agreement. This constitutes the entire agreement between you and DxWeb with respect to the subject matter discussed above.