USER AGREEMENT AND TERMS OF USE

Effective June 20, 2023

This User Agreement (“Agreement”) is between you (“you” or “User”) and Enhanced Clinical Insight, LLC (“ECI,” “we,” “us”), a Colorado limited liability corporation with the principal place of business located at 6833 S. Dayton St #1014, Greenwood Village, Arapahoe County CO 80112. You must read, agree to, and accept all of the terms, policies and conditions contained in this Agreement to be a User of our DizzyDx website (www.DizzyDx.com) (the “Site”) and the DizzyDx web-based tool (“Web-based Tool”) (collectively the “Products)

This Agreement includes and hereby incorporates by reference the Privacy Policy, as they may be in effect and modified from time to time. These agreements are collectively, with this Agreement, called the “Terms of Service”.

YOU UNDERSTAND THAT BY ACCESSING AND USING THE PRODUCTS AFTER THE EFFECTIVE DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES AFTER THE EFFECTIVE DATE.

DISCLAIMER. The Products are for educational purposes and not intended to substitute for professional judgement when interacting with or providing health care services to patients. When utilizing the Products, you must adhere to and follow all applicable rules and regulations including those of your professional licensing bodies, as with any other source of educational material related to your health care practice. You agree to assume all risks of accessing and using the Products. ECI assumes no responsibility, and shall not be liable, for any damages arising out of your use of the Products or any third-party web sites that may be linked throughout the Products, including but not limited to damages to your computer resulting from viruses. Your only remedy is to stop using the Products.

Although prepared and published with great care, ECI cannot guarantee that the contents provided throughout the Products is complete, accurate, and up-to-date and is not responsible for any associated errors or omissions. Under no circumstances does ECI via the Products make consultations, diagnoses, advise or recommend treatment options for specific cases. No information provided by the Products replaces advice or direction of a qualified health care professional.

License. In consideration of and subject to your registration for free or fee-based subscriptions for The Products, with payment in good standing and your agreement to the Terms of Service, ECI grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to use and access the Products or the content posted in the Products (the “Licensed Materials”) according to the Terms of Service. 

Access. You may access the Licensed Materials during the term of your subscription from multiple places, locations, and devices, but not at the same time. You may not access material not included in your subscription. You are responsible for planning for internet access, and for ensuring that anyone else who accesses the Products through your login access credentials or internet connection understands and complies with all Terms of Service. It is your responsibility to optimize cyber security practices when using your devices. You will promptly report to ECI any violation of the Agreement upon such violation becoming known to you, including but not limited to, any violation by other users.

Ownership. All users of the Products, whether registered or not, acknowledge and agree that except as otherwise provided, all content, structure, coding, logos and copyright are the sole and exclusive property of ECI. By accepting these Terms of Service, you do not acquire any ownership interests of any kind. Published evidence/references are accessible through their Digital Object Identifier (“DOI”) numbers, connected to publicly accessible websites, and as such are not Licensed Materials. Beyond your personal use, you shall not copy, reverse engineer/modify, display, broadcast, or distribute, in any manner, any information, including graphics and html codes, included in the Products without the prior written approval of ECI. No part of the Licensed Materials may be copied for resale or other commercial use or offered for sale or reproduced on any bulletin boards, web sites, discussion forums, Internet domains, or online chat rooms. You may not use the information included in the Products for any unlawful purpose. You may not disclose or share your password or other login credentials with any third parties or use your password or login credentials for an unauthorized purpose.

Other than the Case Summary, where a “print” icon is available, you may not print any content appearing in the Products. 

Content Uploaded to the Products. ECI invites comments, concerns, and suggestions from registered users throughout the Products. Those remarks become the property of ECI.  

Your concerns requiring action from ECI will be addressed as soon as practicable. You may also reach us at support@dizzydx.com for any questions or concerns.

With respect to the Case Summary pages, you may upload comments meant for your own information. Although, any uploaded information is neither shared nor saved outside of your subscriber dashboard, ECI is not responsible for loss of or security of any uploaded content. All information you upload should be thoroughly de-identified.

You acknowledge that you are responsible for all information you post to the Products. No User may post or transmit any information that is illegal, threatening, libelous, defamatory, obscene, ethnically, or racially offensive or discriminatory, profane, invades the privacy of another person or any other information or materials that constitute a crime, give rise to a civil action or otherwise violate any local, state, national or international law or confidentiality agreement. ECI reserves the right to take appropriate legal action or discontinue your subscription or use of the Products for any reason.

ECI does not endorse and is not responsible for the content of any other website. If you link to other sites, you do so at your own risk.

Registration. To register as a User of the Products, you must be at least 18 years of age. ECI via the Products may collect and store your registration information including your name, email address, geographical location, vocation and occupational environment, and perceived confidence in treating clients presenting with dizziness. You understand and agree to provide factual identification, maintain, and update your registration profile to maintain accuracy and completeness at all times. Intentional provision of false or misleading information may trigger termination of the account for violation of the Terms of Service.

Privacy Policy. Your registration data and other personal information is strictly protected under ECI’s Privacy Policy. As a registered User you consent to the collection and use of the information you provide, including transfer of information within the United States and/or other countries for storage, processing, or use by ECI to track the Products usage trends and to improve the Products.

Member Account/Password and Security. To register to use the Products, you must select a username and set a password. You are responsible for maintaining the confidentiality of your password and account. You are entirely responsible for all activities that occur under your account. You agree to notify ECI immediately of any unauthorized use of your account or any other breach of security. ECI will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Furthermore, you could be held liable for losses incurred by ECI or another party due to someone else using your account or password or in any way adversely affecting ECI or its Products.  

ECI herein reserves the right to access, preserve and/or disclose member account information and/or content if it is requested to do so by law or in good faith belief that any such action is deemed reasonably necessary for:

a) compliance with any legal process;

b) enforcement of the Terms of Service;

c) responding to any claim that content is in violation of the rights of any third party;

d) responding to requests for customer service; or

e) protecting the rights, property, or the personal safety of ECI, its visitors, users, and members, including the general public.

Interstate communication. Upon registration, you hereby acknowledge that by using the Products to send electronic communications which would include, but are not limited to, email, searches, instant messages, uploading of files, photos, and/or videos, you will be causing communications to be sent through our computer network. Therefore, through your use, and thus your agreement with this Terms of Service, you are acknowledging that the use of the Products shall result in interstate transmissions.

Warranty Disclaimer. YOU AGREE NOT TO RELY ON THE PRODUCTS, ANY INFORMATION ON THE PRODUCTS OR THE CONTINUATION OF THE PRODUCTS. THE PRODUCTS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ECI MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE PRODUCTS, WORK PRODUCT, USER CONTENT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR THE TERMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ECI DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, THE TERMINATION PARAGRAPH STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST ECI WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.

At any time, ECI may change the content of or access to the Products, or any provision in the Terms of Service. Subscribers may be notified of changes via email or within the website. If you continue to engage with the Products, you agree to be bound by any changes made to the Terms of Service. Content may be revised, modified, updated, or deleted at the discretion of ECI. You accept and agree that ECI shall not be held liable for any such updates, revisions, modifications, deletions, or discontinuances. If you do not agree to any changes as noted, you must stop using the App.

Indemnification. You agree to indemnify, defend and hold harmless ECI, its subsidiaries and/or parent companies, and each of their officers, directors, employees, agents, attorneys, and related third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees and costs) relating to or arising out of any third party claim related to (a) your use of or inability to use the Site or Products, (b) any user postings made by you, (c) your violation of any terms of this Agreement or your violation of any rights of a third party, or (d) your violation of any applicable laws, rules or regulations regarding, referring, or relating to the Site or the Products. ECI reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ECI in asserting any available defenses. You further agree to indemnify and hold ECI harmless for any claims relating to or arising out of the use of the Products. 

Termination. As a registered User, you may cancel or terminate your account, associated email address, and/or access to our Services by submitting a cancellation or termination request to support@dizzydx.com.

As a User, you agree that ECI may, without any prior written notice, immediately suspend, terminate, discontinue and/or limit your account, any email associated with your account, and access to any of our Products. Examples of events that may lead to such termination, discontinuance, suspension, and/or limitation of access shall include, but is not limited to:

1. any breach or violation of our Terms of Service or any other incorporated agreement, regulation, and/or guideline;

2. by way of requests from law enforcement or any other governmental agencies;

3. the discontinuance, alteration, and/or material modification to our Products, or any part(s) thereof;

4. unexpected technical or security issues and/or problems;

5. any extended periods of inactivity;

6. any engagement by you in any fraudulent or illegal activities; and/or

7. the non-payment of any required fees in connection with your use of the Products.

Furthermore, you herein agree that any and all terminations, suspensions, discontinuances, and or limitations of access shall be made at our sole discretion and that we shall not be liable to you or any other third party with regards to the termination of your account, associated email address and/or access to any of our Products.

The termination of your account with the Products shall include any and/or all of the following:

a) the removal of any access to all or part of the Products;

b) the deletion of your password and any and all related information, files, and any such content that may be associated with or inside your account, or any part thereof; and,

c) the barring of any further use of all or part of our Products.

Governing Law and Jurisdiction. The Terms of Service and any claims will be governed by the laws of the State of Colorado, without regard to conflicts of law provisions. You consent and submit to the personal jurisdiction of the State of Colorado and venue of Arapahoe County for any state or federal action arising out of the use of the Products or these Terms of Service. Neither the use of the Products nor the Terms of Service constitute doing business in any other state than the State of Colorado.

Right to Seek Injunction. Violation of this Agreement may cause ECI irreparable harm, and therefore you agree that ECI will be entitled to seek extraordinary relief in any court of competent jurisdiction, including but not limited to temporary restraining orders, preliminary injunctions and permanent injunctions without the necessity of posting a bond or other security, in addition to and without prejudice to any other rights or remedies that ECI may have for a breach of this Agreement.

Entire Agreement. This Agreement, together with the other terms and Terms of Service, sets forth the entire agreement and understanding between you and ECI relating to the subject matter hereof and thereof and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though ECI drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or disfavoring you or ECI because of the authorship of any provision of the Terms of Service.

Modifications; Waiver. No modification or amendment to the Terms of Service will be binding upon ECI unless they are agreed in a written instrument signed by a duly authorized representative of ECI or posted on the Site by ECI. Email will not constitute a written instrument as contemplated by this Paragraph. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.

Assignability. User may not assign the Terms of Service, or any of its rights or obligations hereunder, without ECI’s prior written consent in the form of a written instrument signed by a duly authorized representative of ECI. ECI may freely assign this Agreement and the other terms and Terms of Service without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.

Severability; Interpretation. If and to the extent any provision of this Agreement or the Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceabi- lity and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unen- forceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

Force Majeure. The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, pandemics, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

Prevailing Language and Location. The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Products are controlled and operated from our facilities in the United States.

Survival. After this Agreement terminates, the Terms of Service and the other terms that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions requiring protecting intellectual property, indemnification, each, by their nature, contemplates performance or observance after this Agreement terminates. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or ECI from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.

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