Terms & Conditions

Welcome to MDProactive. Before using this site, please make sure you have thoroughly read all the terms and conditions of the MDProactive website (The site) MDProactive provides treatment of common ailments by patient and physician communication via the internet, phone or video. This communication is not meant to replace emergency care or your own primary care physician. That could be your internist, pediatrician, family practitioner, obstetrician and gynecologist, or any other physician. The use of this website is conditioned upon your acceptance of these terms and conditions and by clicking accept you agree that your bound by these terms and conditions and you further agree that you will not use this website for any purpose if you are in disagreement of these terms and conditions. IF YOU THINK YOU HAVE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.

1. USE OF THE WEBSITE AND OF SERVICES

MDProactive provides online health-related information and services, which include arranging for telephone medical consultations, secure email medical consultations and real time, live stream video consultations with participating providers who have independently contracted to be in the network operated by MDProactive LLC, together with electronic medical record storage services for both the patient and the physician (collectively, the “Services”). As used in these Terms of Use, references to “MDProactive” means MDProactive LLC, an Illinois limited liability company; and “you” or “your” means you, your dependent(s), if any, and any other person accessing your MDProactive account. These Terms of Use apply to your use of the MDProactive website and, to the extent referenced, to your registration for, subscription to, and use of the Services. The Services do not include the provision of medical care by MDProactive. Rather, the Services enable access to physicians in the MDProactive network who have agreed to provide medical consultations to patients using MDProactive’s Services. MDProactive arranges for the provision of medical care; it does not provide medical care.

Your interaction with the physician provided through the MDProactive website is not intended to replace your relationship with your existing primary care physician. If you do not have an established relationship with a primary care provider, you are encouraged to develop one. Do not disregard medical advice from your regular physician or other health care professional because of information provided via MDProactive.

2. FEES FOR SERVICES, NO INSURANCE AND NO REFUND POLICY

You are solely responsible for all fees associated with your use of the MDProactive website. You will be asked to supply credit card information, which will be verified prior to your online visit. You will not be able to use the MDProactive website to communicate with a physician if the credit card information you provide is inaccurate or if your credit card is declined. In order to facilitate payment for your online visit, MDProactive will share your credit card information and related personal information to its designated credit card payment processor. This information is shared solely for the purpose of collecting the fee. MDProactive does not currently accept payment from health insurance providers and does not offer a refund option. Any and all fees associated with your use of the MDProactive website will not be refunded to you under any circumstances.

3. ELECTRONIC MEDICAL RECORD

Your MDProactive Electronic Medical Record (“Electronic Medical Record”) is created for you to enter, store and access your personal health information online, including medical history, current conditions, symptoms, complaints, allergies and medications (“Medical History Assessment”), and for your physicians to record the results of his or her medical consultations with you in accordance with his or her obligations under applicable state and federal law with regard to creating and maintaining your medical record. You agree to provide accurate and complete information for your Electronic Medical Record, to periodically review such information, and to update information that you provide as needed. For additional information regarding use of your Electronic Medical Record, please see the Privacy Notice. It is your responsibility to confirm any third party information in your Electronic Medical Record. NOTE: It is solely your physician’s obligation to use and disclose the information included in your Electronic Medical Record in accordance with applicable state and federal law, including, without limitation, obtaining any consents or authorizations that may be required for your information to be shared with other participating physicians. However, by requesting a diagnostic medical consultation, you agree to disclose the contents of your complete Electronic Medical Record to the physician who will conduct your diagnostic medical consultation. All medical consultations are recorded and the audio and video recordings become part of your Electronic Medical Record. Similarly, all emails from secure email medical consultations are saved and become part of your electronic medical record.

4. PRESCRIPTIONS

Please note that only if you have accurately and fully completed and submitted the Medical History Assessment and conducted a diagnostic medical consultation by telephone or via live stream video, may the physician conducting the diagnostic medical consultation prescribe medication for you, as determined appropriate by the physician in his/her sole discretion, professional judgment and within legal limitations. Any prescriptions can be called in to a local pharmacy by the physician for your convenience. NOTE: No prescriptions for controlled or scheduled medications are available through participating physicians. You agree that any prescriptions that you acquire from a participating physician shall be solely for your personal use. You agree to fully and carefully read all provided product information and labels and to contact a physician or pharmacist if you have any questions regarding the prescription.

5. ELIGIBILITY TO REGISTER ON THE WEBSITE, SUBSCRIBE TO THE SERVICES AND USE THIS WEBSITE AND/OR SERVICES

You represent and warrant that you are at least 18 years of age and possess the legal right and ability to agree to the terms set forth in these Terms of Use, to use this website, to register on the website, to enroll for the Services and/or to use the Services. Some Services, including, without limitation, access to diagnostic medical consultations by telephone, are not intended to be used by, and are not directed to, anyone less than 18 years of age. If you register for, enroll for, purchase and/or use the diagnostic medical consultation service, you represent you are at least 18 years of age. You represent that if you are acting on behalf of an entity, you have the authority to bind such entity. You also represent that you are not a person barred from enrolling for and/or receiving Services under the laws of the United States or other applicable jurisdictions in which you may be located. Access to and use of the website and/or the Services is limited to users in the United States. However, recognizing the global nature of the Internet, it may be possible to access and/or use the website and/or the Services outside of the United States. In the event of such access and/or use, you agree to comply with all local rules regarding online conduct and transmission of information, including, without limitation, all applicable laws regarding the transmission of technical data exported from the United States or any other jurisdiction, and you acknowledge that MDProactive makes no representation or warranty that any of the Services, or any information on the website or transmitted via a Service is lawful in any jurisdiction outside the United States. To register on the website, to subscribe to the Services and to use this website and the Services, you agree: (i) to comply with these Terms of Use; (ii) to fully, accurately and truthfully complete the registration profile, including, but not limited to, your name, mailing address, phone number and email address (which must be valid) (“Personal Contact Information”); (iii) to fully, accurately and truthfully complete any other items requested or required when you use the website or the Services; (iv) to set your Internet browser to accept “cookies” from the website; and (v) that by registering on the website, subscribing to the Services and/or using the website or the Services you are agreeing to opt-in to the receipt of communications, such as newsletters and offers, by mail or email from MDProactive. If you do not wish to receive such communications, you may opt-out at any time. See “CANSPAM Act Compliance,” below. You consent to: (i) MDProactive’s disclosure of your Personal Contact Information with agents and employees of MDProactive and for any other reason described in our Privacy Notice; and (ii) the use of “cookies.” In order to determine your compliance with these Terms of Use and the Notice of Privacy Practices (the “Privacy Notice”), we reserve the right, but not the obligation, to monitor your access to and use of the website and the Services. MDProactive may, in its sole discretion, refuse to accept your registration or subscription due to noncompliance with any eligibility or subscription requirement.

6. LIMITATIONS ON USE

You agree not to: (i) access the website or use the Services in an unlawful way or for any unlawful purpose; (ii) post or transmit a message under a false name or any data, materials, content or information (including, without limitation, advice and recommendations) (collectively, “Information”) which is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or contains or promotes any virus, worm, Trojan horse, time bomb or other computer programming or code that is designed or intended to damage, destroy, intercept, download, interfere, manipulate, or otherwise interrupt or expropriate the website or the Services, personal information, software, equipment, servers or Information or facilitate or promote hacking or similar conduct; (iii) impersonate or misrepresent your identity or falsely state or misrepresent your affiliation with a person or entity; (iv) tamper, hack, spoof, copy, modify, or otherwise corrupt the administration, security, or proper function of the website or the Services; (v) use robots or scripts with the website; (vi) or attempt to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, Information on or received by this website; or (vii) to have anti-virus and/or anti-spyware software running that is set to override the Internet browser’s cookie settings. You further agree that any Information you provide or use on the website, and your use of the website or the Services, will not infringe or facilitate infringement on any copyright, patent, trademark, trade secret, or other proprietary, publicity, or privacy rights of any party, including such rights of third parties. MDProactive may delete any Information provided by you that it deems in its sole discretion fraudulent, abusive, defamatory, and obscene or in violation of a copyright, trademark or other intellectual property or ownership right of any other person.

7. YOUR ACCOUNT

You are solely responsible for maintaining the confidentiality of your password and pin number and for all activities that occur under your password and pin number. You agree to prohibit anyone else from using your password and pin number, and to immediately notify MDProactive in writing of any unauthorized use of your password and pin number, or other security concerns of which you become aware. 8. FRAUD PREVENTION AND SECURITY MDProactive may contact you by telephone, mail or email to verify your Personal Contact Information. MDProactive reserves the right to request further information from you and you agree to provide such further information, to ensure you have not fraudulently completed your registration on the website or subscription to the Services. If you do not provide this information to MDProactive and in the manner requested within fourteen (14) days of such request, MDProactive may reject your registration and subscription or suspend your registration and subscription until you satisfactorily comply with MDProactive’s information request.

9. INTELLECTUAL PROPERTY

MDProactive hereby grants you a limited, revocable, non-transferable and nonexclusive license limited solely to viewing or downloading a single copy of the material on the website and to use the MDProactive software to the extent necessary to use the Services solely for your personal, noncommercial use. With the exception of your Electronic Medical Records, MDProactive retains all right, title and interest in and to MDProactive, the Services and any Information, products, documentation, software or other materials on the website, and any patent, copyright, trade secret, trademark, service mark or other intellectual property or proprietary right in any of the foregoing, except for Information on the website licensed by MDProactive, and in that case, the license provider retains all right, title and interest therein. The information available through the website and the Services is the property of MDProactive, or if licensed by MDProactive, the license provider. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate such information to anyone. Use, reproduction, copying, or redistribution of MDProactive’s trademarks, service marks and logos is strictly prohibited without the prior written permission of MDProactive. The immediately foregoing sentence also applies to any third party trademarks, service marks and logos posted on the website. Nothing contained on the website should be construed as granting, by implication, estoppel, waiver or otherwise, any license or right to use any trademarks, service marks or logos displayed on the website without the written grant thereof by MDProactive or the third party owner of such trademarks, service marks and logos. The website may contain other proprietary notices and copyright information, the terms of which you must and agree to follow.

10. CAN-SPAM ACT COMPLIANCE

We are committed to being compliant with the “Controlling the Assault of Non- Solicited Pornography and Marketing Act of 2003” (“CAN-SPAM Act”), and email newsletters and correspondence received from us are intended to fully comply with the CANSPAM Act. In the event you receive an email from us which you do not believe is fully compliant with the CAN-SPAM Act, please contact us immediately at the address listed below under the section “Notices and How to Contact Us.” Click to unsubscribe or opt-out of email communications from MDProactive at any time or type “unsubscribe” in emails you receive from MDProactive. NOTE: You cannot opt-out from receiving further communications from MDProactive if you wish to subscribe to our Services. If you opt-out or unsubscribe while subscribed to our Services, you will become ineligible for the receipt of and use of our Services.

11. THIRD PARTY WEBSITE

MDProactive may provide links to third parties’ websites. Also, if you click on a banner advertisement that appears on one of the pages of the website, you may be transported to a third party’s website and away from this website. These Terms of Use and the Privacy Notice apply to your relationship with MDProactive only and do not describe the terms of use, privacy policies or other policies of third parties with regard to (but without limitation) the collection, use and disclosure of personally identifiable information and personally identifiable health information. MDProactive is not responsible for the terms of use, privacy practices, accuracy, copyright compliance, legality, decency or any of the information, products, services or any transmissions received by or through third parties. If you click on a banner advertisement or a link to a third party’s website, you should review the privacy policy of the third party’s website to determine that third party’s practices with regard to the collection, use and disclosure of personally identifiable information and personally identifiable health information. Any link on the website to any third party’s website does not imply an endorsement of the terms or privacy practices of any third party by MDProactive. Third parties are not authorized to make any representation or warranty on MDProactive’s behalf. You agree that MDProactive has no liability, obligation or duty whatsoever for any third party’s terms of use or privacy practices or any third party’s websites and your use or misuse of them. If you wish to suspend email or mail communications from third parties, you must contact them directly.

12. RIGHT TO CHANGE TERMS OF USE

MDProactive may, at any time and from time to time, in its sole discretion, change these Terms of Use. Any changes to these Terms of Use will be effective immediately upon posting of the changed Terms of Use on the website. You agree to review these Terms of Use periodically, and your use of the website following any such change constitutes your agreement to follow and be bound by such changed Terms of Use.

13. TERM AND TERMINATION

These Terms of Use shall commence upon the date you first access the website. Either you or MDProactive may terminate these Terms of Use and your right to use the Services at any time in writing, with or without cause. These Terms of Use and the licenses granted hereunder shall terminate without notice in the event you fail to comply with the terms of use of these Terms of Use, as revised from time to time. Upon any termination, you shall destroy all copies of MDProactive Information in your possession and cease any access to or use of the Services. If you terminate these Terms of Use and thereafter access the website, you shall be subject to the Terms of Use posted on the website at that time.

14. MEDICAL DISCLAIMERS

MDProactive makes no representation or warranty as to the content of any treatment response from any participating physician. Participating physicians are not employees of MDProactive; they are independent contractors. You and your physician are solely responsible for all information and/or communication sent during a telephone medical consultation, secure email consultation, real time live stream video consultation or other communication. MDProactive does not guarantee that a telephone medical consultation, secure email consultation, or real time live stream video consultation is the appropriate course of treatment for your particular health care problem. You agree to contact your physician immediately should your condition change or your symptoms worsen. If you require urgent care, you should contact your local emergency services immediately.

15. CONTENT DISCLAIMERS

You should not use Information found on this website to replace a relationship with a physician or other healthcare professional and should not rely on the foregoing as professional medical advice. Always seek the advice of a physician or other qualified healthcare provider concerning questions you have regarding a medical condition, and before starting, stopping or modifying any treatment or medication. In the case of a health emergency, seek immediate assistance from emergency personnel. Never delay in obtaining medical advice or disregard medical advice because of something you have or have not read on this website. Neither this site, nor MDProactive provide medical advice. The physicians are not employees of MDProactive and they are directly responsible for the quality and appropriateness of the care they render directly to you. The Information and the Services provided on or through this website are intended solely as a general educational aid and to assist you in finding a physician that, subject to his or her professional responsibilities, may or may not provide you with medical advice. The Information and Services are not medical or health care advice for any individual problem or a substitute for medical or other professional advice and services from a qualified health care provider. Nothing contained in this website is intended to be used for medical diagnosis or treatment or construed, directly or indirectly, as the practice of medicine or providing medical services by MDProactive. Information contained in this website is compiled from a variety of sources and may or may not be considered authored by MDProactive. MDProactive makes no representation or warranty as to any such Information. While MDProactive attempts to keep all the Information on the website up-to-date, medical treatment and knowledge change quickly, and this website should not be considered error-free or as a comprehensive source of all Information on a particular topic. MDProactive makes no warranties or representations as to the accuracy of the Information in the website, and assumes no responsibility for any consequences relating directly or indirectly to any action or inaction you take based upon the information and material on this website. Your use of the website is subject to the additional disclaimers and caveats that may appear throughout these Terms of Use and the website. You assume the entire risk of loss in using this website and Information contained on the website. Features and specifications of products or services described or depicted on the website are subject to change at any time without notice. Certain Information about health conditions on this website is provided by third parties, who have not reviewed and do not endorse any information, products, or services other than those clearly marked as being from them. You are responsible for reviewing and complying with all third parties’ terms of use, licenses, policies posted on or linked to and from this website.

16. GENERAL DISCLAIMERS

YOU ACKNOWLEDGE THAT YOUR USE OR MISUSE OF THE WEBSITE AND THE SERVICES IS AT YOUR SOLE RISK, AND THAT YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH. ALL INFORMATION, PRODUCTS AND SERVICES CONTAINED ON OR PROVIDED THROUGH THIS WEBSITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MDProactive AND ITS MANAGERS, MEMBERS, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, “AFFILIATES”) HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND FREEDOM FROM COMPUTER VIRUS STRAINS. WITHOUT LIMITING THE FOREGOING, MDProactive MAKES NO WARRANTY AS TO THE RELIABILITY, ACCURACY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS OR SUITABILITY OF THE INFORMATION, PRODUCTS, AND SERVICES PROVIDED HEREUNDER. WITHOUT LIMITATION OF THE FOREGOING, MDProactive SPECIFICALLY DISCLAIMS ALL LIABILITY FOR THE ACTS OR OMISSIONS OF ANY PARTICIPATING PHYSICIANS PROVIDING MEDICAL CARE TO SUBSCRIBERS. You acknowledge and agree that we are not responsible for: (i) any printing, typographical or technological errors regardless of the matter, media, material or form thereof; (ii) electronic, human, equipment programming or other error, omission, interruption, defect or delay which may occur regardless of the matter, media, material or form thereof; (iii) incorrect, inaccurate, late, lost, stolen, illegible, incomplete or misdirected matters or information regardless of the matter, media, information or form thereof; (iv) technical failures of any kind; (v) inadvertent loss of Information; and/or (vi) unauthorized human intervention in any part, material or process or otherwise. MDProactive makes no representations or warranties about the satisfaction of government regulations requiring disclosure of information on prescription drug products or any treatment, action or application or preparation of medication based on information offered or provided through the Services. MDProactive does not endorse the promotions, products or services of any third parties. MDProactive does not warrant or validate the information of any third party’s advertisements, promotions, communications, or other materials. MDProactive does not assume any responsibility or liability for the accuracy of Information contained in the website or as stated above under “Third Party websites.”

17. LIMITATION OF LIABILITY

IN NO EVENT SHALL MDProactive BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF: (i) ONE (1) MONTH’S SUBSCRIPTION RATE OF YOUR SUBSCRIPTION PLAN; OR (ii) IN THE EVENT NO SUBSCRIPTION PRICE WAS PAID OR REQUIRED, THE LIQUIDATED SUM OF $50.00. IN ADDITION, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MDProactive BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF THE SERVICES OR LOSS OF INFORMATION, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, OR THE INABILITY TO USE, THIS WEBSITE OR ANY SERVICE OFFERED OR PROVIDED THROUGH THIS WEBSITE OR BY OTHER MEANS OR ANY INFORMATION OR PRODUCTS CONTAINED IN, ACCESSED THROUGH, OR PRODUCTS PURCHASED OR SERVICES SUBSCRIBED TO ON THIS WEBSITE OR OTHERWISE, EVEN IF AN AUTHORIZED REPRESENTATIVE OF MDProactive IS ADVISED OF THE LIKELIHOOD OR POSSIBILITY OF THE SAME. TO THE EXTENT CERTAIN JURISDICTIONS RESTRICT ANY OF THE ABOVE LIMITATIONS OF LIABILITY; SUCH LIMITATIONS SHALL NOT APPLY IN SUCH JURISDICTIONS TO THE EXTENT OF SUCH RESTRICTIONS. YOU ACKNOWLEDGE AND AGREE THAT MDProactive’s AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES, AND IN CIRCUMSTANCES WHERE THE FOREGOING LIMITATION IS FINALLY DETERMINED TO BE UNAVAILABLE SHALL NOT EXCEED THE SUBSCRIPTION PRICE PAID BY YOU FOR THE ONE (1) MONTH PERIOD PRIOR TO THE TIME OF THE FIRST OCCURRENCE OF THE SUBJECT DAMAGES, LOSSES, FEES, CHARGES, EXPENSES OR LIABILITIES.

18. INDEMNIFICATION

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS MDProactive AND ITS AFFILIATES FROM AND AGAINST ANY AND ALL RIGHTS, DEMANDS, LOSSES, LIABILITIES, DAMAGES, CLAIMS, CAUSES OF ACTION, ACTIONS AND SUITS (NO MATTER WHETHER AT LAW OR EQUITY), FEES, COSTS AND ATTORNEYS’ FEES (INCLUDING APPELLATE LEVEL) OF ANY KIND WHATSOEVER ARISING, DIRECTLY OR INDIRECTLY, OUT OF OR IN CONNECTION WITH: (i) YOUR USE OR MISUSE OF THE WEBSITE OR THE SERVICES OR ANY INFORMATION POSTED ON THE WEBSITE; (ii) YOUR SUBSCRIPTION; (iii) YOUR BREACH OF THE TERMS OF USE OR THE PRIVACY NOTICE; (iv) YOUR RELATIONSHIP WITH ANY PARTICIPATING PHYSICIAN; (v) THE CONTENT OR SUBJECT MATTER OF OR ANY INFORMATION YOU PROVIDE TO MDProactive, ANY OF ITS AFFILIATES, ANY PARTICIPATING PHYSICIAN OR CUSTOMER SERVICE AGENT; AND/OR (vi) ANY NEGLIGENT OR WRONGFUL ACTION OR OMISSION BY YOU IN THE USE OR MISUSE OF THE WEBSITE OR THE SERVICES OR ANY INFORMATION POSTED ON THE WEBSITE, INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, OR NEGLIGENT OR WRONGFUL CONDUCT.

19. WAIVER

Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of this Terms of Use, shall not be considered waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.

20. FORCE MAJEURE

Notwithstanding anything herein to the contrary, MDProactive shall not be liable for any losses arising out of the delay or interruption of its performance of any obligations due to any act of God, act of governmental authority, act of public enemy, war, riot, flood, civil commotion, insurrection, severe weather conditions, or any other cause beyond its reasonable control.

21. NO THIRD PARTY RIGHTS

Unless expressly stated in these Terms of Use or in the Privacy Notice to the contrary, nothing herein or in the Privacy Notice is intended to confer any rights or remedies under or by reason of these Terms of Use or the Privacy Notice on any persons other than you, MDProactive and its Affiliates. Nothing in these Terms of Use and the Privacy Notice is intended to relieve or discharge the obligation or liability of any third persons to any of you, MDProactive or its Affiliates, nor shall any provision give any third persons any right of subrogation or action over or against you, MDProactive or its Affiliates.

22. PRIVACY

By accepting these Terms of Use, you consent to the collection, use and disclosure of your personally identifiable information and personally identifiable health information provided to us. MDProactive does not guarantee that the information you provide to us will stay private, and will not be stolen by hackers, thieves or others with malicious intent. Even though MDProactive will take all reasonable steps to protect your privacy, it does not guarantee such attempts will be 100% effective. If you disagree with these terms and conditions, than you should not use MDProactive.

23. OPERATION AND RECORD RETENTION

MDProactive reserves complete and sole discretion with respect to the operation of the website and the Services. MDProactive may, among other things, withdraw, suspend or discontinue any functionality or feature of the website or the Services. MDProactive is not responsible for transmission errors or corruption or compromise of Information carried over local or interchange telecommunication carriers. MDProactive is not responsible for maintaining Information arising from use of the website or in respect of the Services. MDProactive reserves the right to maintain, delete or destroy all communications and Information posted or uploaded to the Services pursuant to its internal record retention and/or destruction policies.

24. ENTIRE AGREEMENT, HEADINGS AND CONSTRUCTION, SEVERABILITY

These Terms of Use and the Privacy Notice constitute the sole and only agreement of you and MDProactive and supersede any prior understandings or written or oral agreements between you and MDProactive with respect to their subject matter and constitute a complete and exclusive statement of the terms of the agreement between you and MDProactive with respect to their subject matter. The headings contained in these Terms of Use and the Privacy Notice are for convenience of reference only and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms of Use and the Privacy Notice. The provisions of these Terms of Use and the Privacy Notice are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.

25. ASSIGNMENT AND WAIVER

You may not assign, transfer or delegate these Terms of Use or the Privacy Notice or any part of them without MDProactive’s prior written consent. MDProactive may freely transfer, assign or delegate all or any part of these Terms of Use and the Privacy Notice, and any rights and duties hereunder or there under. These Terms of Use and the Privacy Notice will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties. Failure to exercise or delay in exercising any right hereunder, or failure to insist upon or enforce strict performance of any provision of these Terms of Use or the Privacy Notice, shall not be considered waiver thereof, which can only be made by signed writing. No single waiver shall be considered a continuing or permanent waiver.

26. GOVERNING LAW, JURISDICTION AND VENUE

These Terms of Use and the Privacy Notice shall be governed by and construed in accordance with the laws of the State of Illinois, as amended from time to time, without regard to principles of conflicts of law. Any civil action or legal proceeding arising out of or relating pursuant to these Terms of Use or Privacy Notice shall be brought in the applicable Federal or State courts located in Cook County, Illinois. Each party consents to the jurisdiction of such court in any such civil action or legal proceeding and waives any objection to the laying of venue of any such civil action or legal proceeding in such court. Service of any court paper may be affected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules. Any cause of action or claim you may have with respect to MDProactive must be commenced within one (1) year after it arises, except to the extent such limitation is not enforceable. This website can be accessed from the United States and other countries worldwide. Since the laws of each State or country may differ, you agree that the statutes and laws of the State of Illinois, without regard to any principles of conflicts of law, will apply to all matters relating to your use of this website. MDProactive makes no representation that Information or Services provided on or through this website are appropriate or available for use in other locations, and accessing them from territories where such Information is illegal is prohibited. If you choose to access the website from other locations, you do so, on your own initiative and are responsible for compliance with local laws.

27. ENFORCEMENT COSTS

If any civil action or other legal proceeding is brought for the enforcement of any of these Terms of Use or the Privacy Notice or because of an alleged dispute, breach, default or misrepresentation in connection with any provision of any of these Terms of Use or the Privacy Notice, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees, sales and use taxes, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, taxes, costs and expenses incident to arbitration, appellate, bankruptcy and post-judgment proceedings), incurred in that proceeding, in addition to any other relief to which such party or parties may be entitled. Attorneys’ fees shall include, without limitation, paralegal fees, investigative fees, administrative costs, sales and use taxes and all other charges billed by the attorney to the prevailing party (including fees and costs associated with collecting such amounts).

28. WAIVER OF JURY TRIAL

The parties hereto hereby waive trial by jury in any litigation, suit or proceeding, in any court with respect to, in conjunction with, or arising out of these Terms of Use or the Privacy Notice or the validity, protection, interpretation, collection or enforcement thereof, and/or performance of any of the obligations or services hereunder or thereunder; provided, however, that with respect to any compulsory counterclaim (i.e., a claim by a party hereto against another party which, if not brought in such action, would result in the first party being forever barred from bringing such claim), a party hereto shall have the right to raise such compulsory counterclaim in any such litigation, suit or proceeding, whether or not it is being tried by a jury.

29. NOTICES AND HOW TO CONTACT US

MDProactive may provide notice to you by email to the email address you provided during registration, by a general notice on the website, or by written communication delivered by first class U. S. mail or express courier to your address on record in the MDProactive account information. You may give notice to MDProactive at any time by calling (630) 369-6644 or email delivered to support@mdproactive.com