Terms of Use & End User License Agreement (EULA)

  • Lasted Updated: April 15, 2024

1. SCOPE OF TERMS OF USE.

Welcome to MedCart’s Online Platforms! The following TERMS OF USE & END USER LICENSE AGREEMENT (these “Terms of Use”) are a legal and binding agreement between you and SVS-STF-1 Inc., a Utah corporation d/b/a MedCart (“MedCart,” “we,” “our,” or “us”), governing your use of our websites, online platforms and features, and any mobile or stand-alone applications we may support in connection with our Services, including our augmented reality training software app for health organizations (collectively, our “Online Platforms”).

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING ANY OF OUR ONLINE PLATFORMS OR ACCESSING ANY CONTENT WE PUBLISH ON THOSE ONLINE PLATFORMS. YOUR USE OF THE ONLINE PLATFORMS, IN WHOLE OR IN PART, CONSTITUTES (A) YOUR ACCEPTANCE AND AGREEMENT TO BE BOUND BY THESE TERMS OF USE AND (B) YOUR REPRESENTATION TO US THAT YOU ARE OF LEGAL AGE AND CAPACITY TO ENTER INTO A BINDING AGREEMENT. Because of the importance we place on protecting our Online Platforms and content (as well as honoring your rights), these Terms of Use apply to all visitors who wish to access or review the Online Platforms, even if doing so only to investigate our Services or to complete an anonymous demo.

2. OTHER INSTRUMENTS & POLICIES.

We publish and maintain our Online Platforms to provide you, as an end user, with remote access to the ‘Medical Cart AR’ augmented reality training software available through the Online Platforms customized for your organization (our “Services”). If you are visiting our Online Platforms because you have registered for access to those Services, or you are visiting as a representative or staff user on behalf of an institution that has purchased access to our Services, your access to those Services may also be governed by a separate master services agreement or SaaS terms of service executed between your organization and MedCart (each, a “Services Agreement”). We invite you to review your organization’s initial order form or speak with your administrative team to better understand any relationship your organization may have with us under a separate Services Agreement. That said, your end-user general access to our Online Platforms, outside of the scope of any Services Agreement engagement, is governed by these Terms of Use.

In addition, by using our Online Platforms, you also consent to and acknowledge your review of the terms of any MedCart Privacy Policy (our “Privacy Policy”) or other access policies we publish on the Online Platforms, which may include important disclosures relating to your rights as a data subject or end user submitting information to us on in our capacity as service provider of your organization.

3. USE OF THE ONLINE PLATFORMS.

3.1 Right of Access & License. Subject to these Terms of Use, we expressly grant you a limited, non-exclusive, nontransferable, and revocable right of access or license, as applicable, to: (A) download, install, and use the Online Platforms or related applications for your personal use on any mobile device or computer owned or otherwise controlled by you, doing so pursuant to the access code granted to your organization or employer under the Services Agreement; and (B) test, access, review, and use for your personal use on your mobile device or computer the content and features hosted on our Online Platforms (collectively, the “Right of Access”). The grant of the Right of Access under this Section, however, does not supersede or amend any binding terms between us and you (or your organization) in a separate Services Agreement.

3.2 Availability and Access. From time to time, at our discretion, we may restrict your access to certain portions of the Online Platforms, revoking the Right of Access described in Section 3.1 above, if done in accordance with this Agreement or a separate Services Agreement with your organization (for example, if your organization is delinquent in payment to us for their unique access codes to the Services). We will not be liable to you if for any reason all or any portion of the Online Platforms is unavailable at any time or for any period.

3.3 Modification. Subject to the restrictions in any Services Agreement for your organization, we reserve the right, at any time, to modify, suspend, or discontinue any content on the Online Platforms (in whole or in part) or the Right of Access with or without notice to you (unless notice is required under applicable healthcare laws and regulations or the Services Agreement). You agree MedCart will not be liable to you or to any third party on your behalf for any modification, suspension, or discontinuation of the Online Platform content or the Right of Access if done in accordance with this Agreement. We recommend you check on the status of our Online Platforms regularly to discern whether a modification or other change has impacted these Terms of Use. If we modify these Terms of Use, we will change the “last updated” date at the top of the link or webpage, and from such date you will be bound by the modified Terms of Use if you continue to access our Online Platforms.

3.4 Account Responsibilities and Security. If you choose to register an online account with MedCart under your organization’s access code or through general demo use of the Online Platforms (outside of a Services Agreement relationship), you are solely responsible for retaining all login information and account names. You acknowledge that your account is personal to you (or your organization, if an administrative account), and you agree not to provide any other person with access to portions of your account containing your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password, or any other breach of security. Please exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your secure information.

3.5 Healthcare Privacy Compliance. The Services on our Online Platforms, including our augmented reality training, are not designed in a manner that involves the sharing of protected health information under 45 C.F.R. Part 160 and Part 164, otherwise known as the “HIPAA Rules”. Accordingly, we are not a business associate as defined in the HIPAA Rules, and you and all other end users acknowledge that a business associate agreement (BAA) is not contemplated or necessary in connection with the Services. Please do not disclose or submit any protected health information on the Online Platforms unless your organization has authorized you to do so.

4. ORGANIZATIONAL CONTENT

Please be aware that the organization or institution associated with your account and access rights to the Online Platforms may have integrated unique content, branding, logos, modules, visual or audio information, consent forms, licensed content, or materials for your organization’s layout and use of the Services (collectively, “Organizational Content”). With respect to any such Organizational Content you review or access on the Online Platforms, you understand and agree that: (A) you may not distribute, modify, reproduce, exploit for personal use, or publish the Organizational Content without your organization’s written consent; (B) MedCart does not control and is not responsible for any Organizational Content; and (C) MedCart does not make any representations or warranties as to the accuracy or completeness of any Organizational Content on the Online Platforms.

5. OWNERSHIP MATTERS & PERMITTED USES.

The Online Platforms (including all logos, trademarks, copyrights, content, source code, features, software, published works and articles, displays, images, graphics, features, and online formatting) are owned by MedCart, its licensors (if any), or other providers of such content, being expressly protected by United States and international copyright, trade dress, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Use of any content or material relating to the Online Platforms without prior written authorization by MedCart or outside the permitted uses in these Terms of Use is strictly prohibited. We stress that the value of our Online Platforms is based, in large part, on the unique works of authorships, trade secrets, proprietary rights, service models, and unique coding and design represented in the business solutions we deliver. As such, we will pursue all necessary action to protect the rights underlying our Online Platforms.

These Terms of Use permit you to access the Online Platforms for your professional and training use (according to Section 3.1 above). Accordingly, you must not reproduce, distribute, modify, or create derivative works of any of the material on our Online Platforms, except as follows:

  • Your computer or device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your web browser or mobile device for display enhancement purposes.
  • You may print or create pdf versions of a reasonable number of local copies of the content on our Online Platforms if doing so for only your professional or training use and in furtherance of access to our Services (and the training sessions available on the Online Platforms).
  • If we provide desktop, mobile, web, or other applications for download, you may download copies to your computer or mobile device solely for your own professional use through the access code granted to your organization (consistent with Section 3.1 above). By using the Online Platforms, you agree not to delete or alter any copyright, trademark, or other proprietary rights notices from copies (or print versions) of content and reports from the Online Platforms. EXCEPT AS SET FORTH IN THESE TERMS OF USE, NO RIGHT, TITLE, OR INTEREST IN OR TO THE ONLINE PLATFORMS OR ANY CONTENT ON THE ONLINE PLATFORMS IS TRANSFERRED TO YOU, AND ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY MEDCART.

6. RESTRICTIONS ON USE.

During your interaction with our content (including all Services) and any Organizational Content, you may only use the Online Platforms for lawful purposes and in strict accordance with these Terms of Use (including Section 3 and Section 4 above). During your visits to our Online Platforms, you expressly agree not to use (or exploit) the Online Platforms:

  • For any commercial purposes that extend beyond your professional and training access, inspection, and relationship with your healthcare institution or organization.
  • To violate any applicable federal, state, local, or international law or regulation.
  • To infringe upon or violate our intellectual property rights or the rights of others.
  • For the purpose of exploiting, harming, or attempting to exploit any natural person or entity.
  • In any manner that could disable, overburden, damage, or impair the Online Platforms.
  • To upload or transmit viruses, bugs, or any other type of malicious code.
  • To engage in any other conduct or statements that restrict anyone’s use or enjoyment of the Online Platforms and our content.
  • To “flood” our support channels or communication networks with requests that might unreasonably overburden or disrupt the Online Platforms.
  • In connection with any device, software, action, or routine that interferes with the proper working of the Online Platforms and our Services.
  • To gain unauthorized access to, damage, or disrupt any parts of the Online Platforms that are subscription based if you have not already paid for such subscription (including with respect to our Services).

7. MONITORING & ENFORCEMENT.

To enforce these Terms of Use and protect the integrity of the Online Platforms, we retain the rights to: (A) take appropriate legal action in connection with any illegal or unauthorized use of the Online Platforms; and (B) terminate or suspend your access to all or part of the Online Platforms for any violation, or suspected violation based on evidence available to us, of these Terms of Use. Ultimately, we place significant value on delivering a professional environment where our organizational clients and their staff and personnel can review, access, and learn from our Online Platforms and Services without interference. As such, in addition to the specific restrictions under Section 6 above, we reserve the right to forfeit your access at any time to our Online Platforms if we, in our reasonable discretion, believe any of your actions may put our professional mission, agencies, institutions, or content at risk.

8. LINKING TO OUR ONLINE PLATFORMS.

You may link to our Online Platforms (including our homepages or demo locations), so long as you do so in a way that is fair and accurate and does not damage, impersonate us, or take advantage of our reputation and client goodwill. In doing so, however, you agree not to establish or share a link in such a way as to suggest any form of association, approval, or commercial endorsement on our part where none exists.

9. DISCLAIMERS, LIMITATIONS & INDEMNIFICATION.

9.1 Disclaimer of Warranties. ALL CONTENT, INFORMATION, MATERIALS, PRODUCTS, AND OTHER DESCRIPTIONS OF SERVICES INCLUDED ON OR MADE AVAILABLE TO YOU THROUGH THE ONLINE PLATFORMS, AND THE ONLINE PLATFORMS THEMSELVES, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE ONLINE PLATFORMS OR THE CONTENT FOUND THEREIN. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE ONLINE PLATFORMS AND ACCESS TO ANY OF THE CONTENT INCLUDED THEREIN IS UNDERTAKEN BY YOU AT YOUR SOLE DISCRETION AND RISK.

9.2 HEALTH DISCLAIMER. OUR SERVICES ARE INTENDED FOR OPERATIONAL TRAINING PURPOSES TO FAMILIARIZE USERS, LIKE YOU, WITH EQUIPMENT LAYOUTS AS IMPLEMENTED BY THE ORGANIZATION YOU ARE ASSOCIATED WITH. HOWEVER, OUR ONLINE PLATFORMS AND SERVICES ARE NOT INTENDED TO PROVIDE ANY PROCEDURES OR PROTOCOLS RELATED TO EQUIPMENT, EQUIPMENT OPERATION, OR ANY UNDERLYING TREATMENT, NOR DOES IT PROVIDE ANY MEDICAL TRAINING, MEDICAL ADVICE, OR TECHNICAL TRAINING WITH RESPECT TO ANY EQUIPMENT THAT MAY BE THE SUBJECT OF OPERATIONAL TRAINING PROGRAM. THE CONTENTS OF OUR ONLINE PLATFORMS ARE FOR INFORMATIONAL PURPOSES ONLY, AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL TRAINING WITH RESPECT TO PROPER USE OF ANY EQUIPMENT THAT MAY BE DISPLAYED THEREON. ALWAYS SEEK THE ADVICE OF A QUALIFIED HEALTH CARE PROFESSIONAL WITH ANY QUESTIONS YOU HAVE REGARDING ANY PROPER USE OR STOCKING OF ANY EQUIPMENT.

9.3 Limitation of Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL MEDCART OR ANY OF ITS AFFILIATES, BUSINESS ASSOCIATES, SERVICE PROVIDERS, EMPLOYEES, OFFICERS, EQUITY HOLDERS, OR REPRESENTATIVES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE ONLINE PLATFORMS OR ANY CONTENT OR GENERATED REPORTS ON THE ONLINE PLATFORMS. THIS LIMITATION EXPRESSLY PRECLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES AGAINST MEDCART, EVEN IF FORESEEABLE BY YOU OR US.

Certain jurisdictions do not allow the exclusion or limitation of certain warranties or consequential damages (as described above); in which case, this Section is subject to the limitations of any applicable laws that might be required to qualify its provisions and statements, as well as any express statements we make to our agency clients in our Services Agreements.

9.4 Limited Indemnification. As indicated in these Terms of Use, we cannot and will not be liable for your misuse of our Online Platforms and content or your breach of these Terms of Use. Accordingly, you agree to indemnify (which is a legal term of art, generally meaning you will compensate, reimburse, and protect us from certain losses), defend, and hold MedCart and its officers, directors, employees, representatives, licensors, suppliers, and subscribing clients harmless from and against any claims, losses, damages, judgments, costs, and expenses (including reasonable attorney fees) arising out of your misuse of our Online Platforms or any violation of these Terms of Use.

10. GENERAL TERMS.

10.1 Entire Agreement. Except as specifically referenced or incorporated herein (for example, our Privacy Policy or a stand-alone Services Agreement with us), these Terms of Use constitute the sole and entire agreement between you and MedCart regarding the Online Platforms. Subject to the priority of any separate Services Agreement for subscribing clients and their access to our Services, these Terms of Use supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Online Platforms.

10.2 Severability. If any provision of these Terms of Use is held by a court or other authority of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

10.3 Governing Law; Geographic Scope. All matters relating to the Online Platforms and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the laws of the State of Utah without giving effect to any choice or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction). Although our Services are available to clients in a number of jurisdictions, MedCart is based in the United States. As such, we make no claims that the Online Platforms are fully accessible or appropriate for visitors outside of the United States.

10.4 ADA Compliance. As you may already know, organizations that otherwise qualify as places of public accommodation must ensure that their public-facing websites comply with the Americans with Disabilities Act (the “ADA”). Because of the private nature of our subscriptions and Services (which are generally governed by our Services Agreements), MedCart does not represent, warrant, or otherwise promise that the Online Platforms are compliant with the ADA. If you have any questions or requests concerning ADA compliance, please contact us at the information set out below.

10.5 Contact Information. For questions about these Terms of Use or the Online Platforms, please contact us through the support features available in the Online Platforms.

10.6 Notice to California Residents. If you are a California resident visiting our Online Platforms, in accordance with Cal. Civ. Code §1789.3, you may report valid complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.