Milvia User Agreement
Last updated: October 26, 2023
PLEASE READ THIS AGREEMENT CAREFULLY, AND DO NOT ACCEPT AND AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN OR USE THE MILVIA SERVICES IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THESE TERMS AND CONDITIONS. THIS AGREEMENT IS LEGALLY BINDING, AND GOVERNS YOUR ACCESS TO AND USE OF THE MILVIA SERVICES. BY CLICKING “I AGREE” OR BY OTHERWISE ACCESSING OR USING THE SERVICES DESCRIBED HEREIN, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
THIS MILVIA USER AGREEMENT (this “Agreement”) is entered into by and between Milvia Medical, Inc., a Delaware corporation (“Milvia,” “we” or “us”), and you (“You” or “User”), an individual authorized by Milvia to access the Services (as defined herein). Each of Milvia and You may be referred to herein individually as a “Party” or collectively as the “Parties”.
Section 1. Definitions
1.1 “Consultation” means an individual communication event between Milvia and You related to the provision of Services to You pursuant to this Agreement.
1.2 “Documentation” means any instructions, manuals or other materials relating in any way to the Service and made available to You by Milvia.
1.3 “Intellectual Property” means all intellectual property of Milvia, including, without limitation, any and all inventions (whether or not patentable), discoveries, materials, tools, software (both source and object code), works of authorship, know-how, technical information, trade secrets, work product, methods, processes, designs, schematics, and other forms of technology.
1.4 “Intellectual Property Rights” means all past, present, and future rights and benefits of Milvia in the Intellectual Property, which may exist or be created under the laws of any jurisdiction in the world, including, but not limited to: (a) rights associated with works of authorship, including copyrights; (b) trade secret rights; (c) patent and industrial property rights; (d) trademarks, trade names, logos and service marks; and (e) other ownership or proprietary rights in Intellectual Property of every kind and nature.
1.5 “Losses” means any and all damages, fines, penalties, deficiencies, losses, liabilities (including, but not limited to, settlements and judgments), physical injury, mental anguish, loss of wages, pain, suffering, unreimbursed healthcare expenses, and expenses (including, but not limited to, interest, court costs, fees and expenses of attorneys, accountants and other experts or other fees and expenses of litigation or other proceedings or of any claim, default or assessment).
1.6 “Milvia Confidential Information” means the confidential and proprietary information and documentation Milvia may provide, disclose, or otherwise make accessible to You in connection with this Agreement or the Services, including, without limitation, business, operational, financial, or strategic information; trade secrets; technical information and technology; processes and procedures; workflow; text; images; audio recordings; or audio-visual recordings created for, incorporated in, or otherwise part of the Services.
1.7 “Platform” means the website, mobile apps, or other electronic means controlled by Milvia for the purpose of providing You the Services.
1.8 “Providers” means individuals, groups, or facilities that contract with Milvia to provide information and/or deliver Provider Services to the User.
1.9 “Provider Agreement” means the agreement between the Provider and User for the provision of Provider Services. Milvia may assist in negotiating and be referenced therein, but shall not be a party to this Provider Agreement or have any liability or responsibility for or in connection with the performance of any party’s obligations arising under the Provider Agreement, including without limitation either party’s professional or other acts or omissions.
1.10 “Provider Fees” means the fees charged by Providers, as negotiated by Milvia, for the Provider Services.
1.11 “Provider Services” means the healthcare services listed on the Platform and selected by You to receive from the Provider.
1.12 “Services” means the services Milvia has agreed to provide to You pursuant to this Agreement, including Consultations and as set forth in the Services Arrangement attached hereto as Exhibit A. Services do not include Provider Services. Provider Services are the sole responsibility of the Provider(s) who perform or agree to perform those services.
1.13 “Service Fees” means the fees charged by Milvia for the Services, which do not include the Provider Fees, US. Provider Fees, or any other third-party cost or expenses, including but not limited to (i) ancillary medical, or clinical services furnished by any medical provider, clinics, hospitals, laboratories, imaging, medications, rehabilitation, home health, hospice, and/or nursing care, and/or (ii) transportation, lodging, VISA, insurance or other third-party logistical services incurred to travel to receive the Provider Services.
1.14 “Your Confidential Information” shall mean, specifically, that information received by, or provided by You to, Milvia that is Your confidential personally-identifiable health information or Your confidential personally identifiable information. Any and all other information You provide to Milvia, or authorize Milvia to access or obtain, whether or not You consider such information to be confidential, shall not be deemed Your Confidential Information for purposes of this Agreement.
Section 2. Nature of Services
2.1 Milvia Is Not A Healthcare Provider. YOU ACKNOWLEDGE AND AGREE THAT MILVIA IS NOT, AND SHALL NOT BE REPRESENTED OR DEEMED TO BE, A PROVIDER OF ANY TYPE OF HEALTHCARE, PROFESSIONAL, OR CLINICAL SERVICE, AND THAT NONE OF THE SERVICES PROVIDED BY MILVIA HEREUNDER ARE, OR SHALL BE, CLINICAL IN NATURE. YOU FURTHER ACKNOWLEDGE AND AGREE THAT MILVIA SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY, FOR ANY DECISIONS REGARDING DIAGNOSIS, APPROPRIATE COURSES OF TREATMENT, OR TREATMENT FOR, OR WITHHELD FROM, YOU, EVEN IF SUCH DIAGNOSIS OR HEALTHCARE SERVICE RELATES IN ANY WAY TO, OR RESULTS DIRECTLY OR INDIRECTLY FROM, ANY SERVICES PROVIDED BY MILVIA HEREUNDER.
2.2 Milvia Is Not Insurance. Milvia does not engage in the business of insurance and the Agreement is not a contract of insurance. To the extent that any provision of the Agreement may be construed or deemed to constitute the business of insurance, that provision shall be void ab initio and the performance of that act or service shall be deemed waived by You.
2.3 Provider Selection. YOU ACKNOWLEDGE AND AGREE THAT IN SELECTING A PROVIDER TO RENDER HEALTHCARE TREATMENT OR PROVIDER SERVICES, YOU SHALL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR EVALUATING THE QUALIFICATIONS OF ANY PROVIDER FROM WHICH YOU SEEK HEALTHCARE-RELATED SERVICES, AS WELL AS FOR THE ACTUAL SELECTION OF ANY SUCH PROVIDER. THE DECISION TO SEEK SERVICES FROM ANY PROVIDER PRESENTED ON THE MILVIA PLATFORM SHALL BE SOLELY AND EXCLUSIVELY YOURS, AND SHALL BE AT YOUR OWN RISK. MILVIA DOES NOT ENDORSE, NOR PROVIDE ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND, WITH RESPECT TO ANY PROVIDER.
2.4 Selection of Provider Services. YOU ACKNOWLEDGE AND AGREE THAT IN SELECTING, AND/OR APPROVING OR CONSENTING TO THE PERFORMANCE OF ANY PROVIDER SERVICES, YOU SHALL BE SOLELY RESPONSIBLE FOR ALL THE CHOICES YOU MAKE ABOUT YOUR HEALTH CARE, INCLUDING WITHOUT LIMITATION SELECTING THE PROVIDER WHO SHALL PERFORM THE PROVIDER SERVICES AND WHEN THOSE SERVICES ARE TO BE PERFORMED.
2.5 Third-Party Content. The Platform may contain other content, products, or services which are offered or provided by third parties (“Third-Party Content”), including links to such Third-Party Content. Milvia does not endorse any Third-Party Content nor does Milvia have any responsibility for the creation of any such Third-Party Content, and Milvia will not be liable for any damage or loss caused by the products, practices, terms, or policies of any third parties.
Section 3. Use of the Services
3.1 Initiation of the Services. You are responsible for initiating the use of the Services by contacting Milvia as described herein.
3.2 Conditions of Access to Services.
), and applicable law. You shall use the Service solely for the purposes as contemplated by this Agreement for You, and You shall not: (a) utilize the Services on behalf of another individual not authorized to use the Services or otherwise make the Services available to any other individual; (b) interfere with or disrupt the integrity or performance of the Services; (c) attempt to gain unauthorized access to the Services or its related systems or networks; (d) access the Services if You are, or are directly or indirectly engaged by or affiliated with, a competitor of Milvia; (e) access the Services for purposes of monitoring the availability, performance or functionality of the Services; or (f) or for any other benchmarking or competitive purposes.
3.3 Your Authorizations of Milvia. In order to facilitate Milvia’s provision of Services to You, You hereby authorize Milvia to:
(a) Use Your email address, telephone number, name, birthdate, and other components of Your contact information to send You marketing and promotional information concerning Milvia, the Services, and other services offered by Milvia, consistent with applicable laws;
(b) Communicate on Your behalf with Providers in conjunction with providing Services to You; and
(c) Communicate with You about the Services via phone, email, direct mailing, SMS text message, push notification, in-platform messaging, or by leaving voicemail messages at a telephone number You designate.
Section 4. Milvia Services
4.1 Services to be Provided. Milvia will provide the Services to You, pursuant to an applicable Services Arrangement, and subject further to the terms and conditions of this Agreement. You acknowledge that the Services are subject to availability, and subject to modification or discontinuation, in whole or in part, by Milvia at any time, in Milvia’s sole discretion, without notice to You.
4.2 Access to Service. Milvia may make the Services accessible to You through Consultations, or otherwise, during the period in which You are authorized to access the Services pursuant to this Agreement. Consultations shall be conducted through designated phone numbers, email addresses, web platform, mobile platform, or other means designated by Milvia from time to time. The Services may generally be available during Milvia’s regular business hours, which may be changed by Milvia from time to time.
4.3 Exchange of Your Confidential Information. You authorize Milvia to exchange Your Confidential Information with any Provider You select from the Platform or a US Professional designated by You using any transition method determined appropriate by Milvia, including email or text messaging.
Section 5. Provider Services
5.1 Provider Nature of Services. Each Provider represents and warrants that the Provider is a healthcare professional licensed and qualified to provide Provider Services and is solely responsible for the delivery of these services in the Provider’s best medical judgement. Providers are not the employees or agents of Milvia Medical. You understand and acknowledge that the suitability for You of the Provider Services that You select is entirely dependent on the Provider’s medical judgement and Your consent to or approval of those services. Each Provider agrees that, if the Provider Services are determined to be unsuitable, then the Provider will discontinue the Provider Services.
5.2 Additional Provider Services. The delivery of any healthcare service is not an exact process and additional services may be required to be performed by the Provider to address Your specific needs (“Additional Provider Services”). The decision to receive these Additional Provider Services will be made solely by You and the Provider.
5.3 Provider Agreements. You agree to sign the Provider Agreement, at the time you select the Provider and the Provider Services, and You agree to comply with all of Your obligations arising under the Provider Agreement.
5.4 Provider Services Rendered by Providers Outside of the U.S. You may select Providers that are not licensed to practice medicine in the U.S. and are therefore unable to provide certain Provider Services while You are in the U.S. (“Non-US Provider”). You understand that to receive certain Provider Services from Non-US Providers, You will have to travel outside of the U.S.
5.5 Provider Services Rendered In the U.S. You acknowledge and agree that in order to initiate the Provider Services while in the U.S., You may be required to seek the related healthcare services from a licensed medical professional in Your State of residence (“U.S. Professional”). Milvia may attempt to assist You in identifying a U.S. Professional, but shall not be obligated to under the terms of this Agreement , and shall in no event be responsible either for the performance of the U.S. Professional’s professional and other obligations to You, or for any harm that you may sustain as a result of the U.S.Professional’s errors or omissions. U.S. Professionals are not the employees or agents of Milvia Medical. The cost of services by the U.S. Professional is separate from the Provider Fee and may not be included on the Platform (“U.S. Professional Fee”).
Section 6. Your Representations You represent that:
(a) You are engaging Milvia under your own name and You do not misrepresent Your identity or impersonate another person.
(b) You hereby acknowledge, confirm and agree that all the information that You provided in or through the Platform, and that You will provide in or through the Platform in the future, is accurate, true, current, and complete.
(c) You have the legal right and authority to enter into this Agreement.
(d) You acknowledge that to receive the Services, You may have to create an account with Milvia. You agree, confirm, and acknowledge that you are responsible for maintaining the confidentiality of your password and any other security information related to Your account (collectively “Account Access”). You are advised to change Your password frequently and to take extra care in safeguarding Your password. You agree that You will not give any third-party Account Access.
(e) You agree and commit not to use the account or Account Access of any other person for any reason.
(f) You agree to notify Milvia immediately of any unauthorized use of your Account Access or any other concern for breach of your account security.
(g) You agree not to access the Platform or use the Services in order to build a similar competitive website, product, or service.
(h) You agree not to access, use, or copy any portion of the Platform, or any contents of the Platform through the use of bots, spiders, scrapers, web crawlers, indexing agents, automated devices or mechanisms, or any similar or equivalent manual process to monitor or copy any portion of the Platform or its contents for any other purpose not authorized by Milvia. You agree not to remove or modify any copyright notice or trademark legend, author attribution, or other notice placed on or contained within the Platform. Except as expressly authorized by Milvia in writing, in no event will you reproduce, redistribute, duplicate, copy, sell, resell, or exploit for any commercial purpose any portion of the Platform or its contents or any access to or use of the Platform or its contents.
(i) You agree and commit not to make any use of the Platform for the posting, sending or delivering of any of the following: (a) unsolicited email and/or advertisement or promotion of goods and services; (b) malicious software or code; (c) unlawful, harassing, privacy invading, abusive, threatening, vulgar, obscene, racist, or potentially harmful content; (d) any content that infringes a third party right including intellectual property rights; (e) any content that may cause damage to a third party; (f) any content which may constitute, cause, or encourage a criminal action or violate any applicable law.
(j) You are not experiencing a medical emergency and are not in need of immediate medical attention. You further represent that You are not entering into this Agreement in search of assistance with a medical emergency.
Section 7. Fees, Payments and Consumer Responsibilities
7.1 Deposit. To initiate the Services and to reserve a slot to receive Provider Services, you will be required to pay a deposit in the amount Milvia describes to you through the Platform (“Deposit”). If you change your mind at any time and decide you do not want to receive Provider Services, or if the Provider determines based upon their evaluation that you are not eligible to receive Provider Services, you may request that Milvia refund your Deposit. In certain circumstances, only a portion of your Deposit will be refundable, because Milvia will retain a portion of your Deposit to compensate us and/or theProvider for the services that we or they will have provided to you. Refunds will be available under the following terms:
(a) If you receive any Provider Services, Milvia may credit your Deposit toward any fees You owe to the Provider. You may request a refund of any unused portion of your Deposit in accordance with any one of the following terms. You may request a refund on only one of the following bases, whichever applies to your circumstances.
b) If you decide not to receive Provider Services before Milvia provides your Milvia Dashboard to you, and request a refund two weeks or more before your first scheduled consultation with the Provider (the “Refundable Period”), Milvia will refund your Deposit to you. Unless you are eligible for a refund on this or another basis described here, Milvia will retain your Deposit as compensation for our services to you.
(c) If you decide not to receive Provider Services after Milvia provides your Milvia Dashboard to you, you may request a partial refund. In this case, Milvia will retain 50% of your Deposit to compensate us for our preparation of the Dashboard for you, and will refund the remainder of your Deposit to you.
(d) If the Provider determines based upon their evaluation that you are not eligible to receive Provider Services, you may request a partial refund. In this case, Milvia will retain 50% of your Deposit to compensate us for our services to you in arranging for your consultation with the Provider, and refund the remainder of your Deposit to you. You will be required to share with us the Provider’s written determination that you are not eligible to receive Provider Services.
(e) If you decide not to receive Provider Services after you consult with the Provider, you may request a partial refund. In this case, Milvia will retain 75% of your Deposit to compensate us for our services to you in preparing the Dashboard and arranging for your consultation with the Provider, and we will refund the remainder of your Deposit to you.
7.2 Fees. Milvia will indicate on the Platform an estimate quote of the Service Fees and Provider Fees associated with Your selection of Provider Services and any Add-On Services. These Fees represent an estimate of the cost You should expect to pay in exchange for receiving Services and Provider Services. The Provider Fee includes an amount Milvia charges the Provider for performing certain administrative services.
7.3 Additional Fees. In the event Additional Provider Services are required and additional costs or expenses are incurred by the Provider in the delivery of the Additional Provider Services, additional charges may apply and You agree to pay these amounts as requested.
7.4 Payment of Service Fees. Milvia will bill and collect for Service Fees as set forth on the Platform.
7.5 Payment of Provider Fees. Provider Fees, which includes charges for Additional Provider Services, will be billed to You as set forth on the Platform and collected by either the Provider or Milvia in accordance with a process arranged by Milvia on behalf of the Provider. You agree that the Provider Fees are only an estimate of the cost to provide the Provider Services You selected, and in the event of a medical complication or other unforeseen circumstances, You will be required to pay any such additional fees, and if Milvia collects payment on behalf of the Provider, You hereby authorize Milvia to collect payment from You for such costs.
7.6 Payment Authorization. You shall provide Milvia with a valid credit card and charging instructions at the time of making your Deposit. You agree to allow Milvia to keep your credit card information on file. YOU AUTHORIZE MILVIA TO CHARGE YOUR CREDIT CARD OR OTHER ELECTRONIC FORM OF PAYMENT FOR THE DEPOSIT AND ANY FEES.
7.7 Payment of U.S. Professional Fees. Unless otherwise agreed in writing by Milvia, You will be billed directly by the U.S. Professional in accordance with the arrangement You have entered into with the U.S. Professional.
7.8 Payment for Discontinued Services. If Milvia or Provider modifies or discontinues the Services or Provider Services, respectively, after payment of the Service Fees or Provider Fees, Milvia may (a) reimburse you for the fees paid, or (b) find an alternative solution that accomplishes the goal of the Service or, subject to Your approval, identify an alternative Provider to deliver the Provider Services. Notwithstanding the above, in the event Milvia is forced to modify the Services for reasons outside of Milvia’s control, You agree to work with Milvia in good faith to reach an amicable solution. Any refunds or adjustment shall be credited back to the credit card provided.
7.9 No Coverage by Third Party Payors. You acknowledge that the Service Fees may not be covered by any insurance company or health plan, and Milvia will not bill or seek reimbursement from any third-party payor. You also acknowledge that the Provider Fees may not be covered by Your insurance company or health plan, and Milvia (or if applicable, the Provider) will not bill any third-party payor for Provider Fees. You agree to be fully responsible for the Service Fees and Provider Fees. In the event Your insurance company or health plan covers any of the Services or the Provider Services, You agree to be solely responsible for seeking reimbursement from your insurance company or health plan for such fees.
7.10 Travel Insurance. Provider Services will require international travel, and You will be required to purchase travel insurance that covers You for unexpected medical costs during your travel abroad, including emergency medical care, illness or physical injury, medical evacuations, treatment for illness related to COVID-19, etc. For Your convenience, You may find a list of companies offering travel insurance on the Platform. MILVIA DOES NOT ENDORSE, NOR PROVIDE ANY REPRESENTATION, WARRANTY, OR GUARANTEE OF ANY KIND, WITH RESPECT TO ANY TRAVEL INSURER AND YOU ARE FREE TO PURCHASE TRAVEL INSURANCE FROM INSURERS NOT LISTED ON THE PLATFORM. It is Your responsibility to ensure that the travel insurance you purchase covers You for unexpected medical care on Your dates of travel. At Milvia’s discretion, Milvia may require you to submit proof of Your travel insurance purchase prior to Your trip
Section 8. Intellectual Property
8.1 Ownership. You acknowledge that the Services, the Documentation, and any Intellectual Property associated therewith or with Milvia, is owned by, and shall remain the sole and exclusive property of Milvia and its licensors, and that the Services and Documentation contain, embody, incorporate, and/or are based upon Intellectual Property Rights owned or licensed by Milvia and its licensors, and that Milvia and its licensors shall continue to be the sole owner of all Intellectual Property Rights in and to the Services, Documentation, and Intellectual Property worldwide including, without limitation, any derivative works. This Agreement does not convey to You title, ownership, or license of the Services, Documentation, any Intellectual Property, any Intellectual Property Rights, or any part thereof.
8.2 Use Restrictions. You shall not (i) modify, copy or create derivative works based on the Services, Documentation, or Intellectual Property; (ii) frame or mirror any content forming part of the Services, Documentation, or Intellectual Property; (iii) reverse engineer the Services, Documentation, or Intellectual Property; or (iv) access the Services, Documentation, or Intellectual Property in order to (1) build a competitive product or service, (2) copy any ideas, features, functions or graphics associated therewith, or (3) for any other purpose or reason than related to Your own use of the Services in direct relation to Your procurement of healthcare services.
8.3 Suggestions. Milvia shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback of any type, without limitation, provided by You relating to the Services.
Section 9. Confidentiality
9.1 Your Confidentiality Obligations. You shall hold all Milvia Confidential Information in strict confidence and shall use such Milvia Confidential Information only in conjunction with Your receipt of Services as set forth in this Agreement. You shall not disclose, publish, release, transfer or otherwise make available Milvia Confidential Information in any form to, or for the use or benefit of, any third party without Milvia’s consent, which consent may be withheld in Milvia’s sole discretion.
9.2 Milvia’s Confidentiality Obligations. Milvia will hold Your Confidential Information in confidence, and will use and disclose such information only as set forth in this Agreement or as permitted by applicable law. Notwithstanding the foregoing, Milvia shall be permitted to disclose relevant aspects of Your Confidential Information to its affiliates and the owners, managers, officers, directors, agents, professional advisors of it and its affiliates, and to prospective financing sources or acquirers, to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations, or exercise of its rights, under this Agreement, or as otherwise permitted under applicable law. In addition, this Section will not restrict any disclosure pursuant to any law or rules, or pursuant to a subpoena, court or other compulsory process.
Section 10. Termination
10.1 Termination. Milvia may terminate or suspend this Agreement, and Your access to the Services, immediately and without notice, at any time and for any reason, in Milvia’s sole discretion. Any pre-payment for the Services shall be reimbursed to You to the extent such payments are not used by Milvia as part of the Services actually rendered to You.
10.2 Survival. The following provisions will survive termination or expiration of this Agreement: Section 1, Section 2, Section 3.3, and Sections 5-13.
Section 11. Warranty and Disclaimers
11.1 Milvia Warranties. Milvia warrants the Services will be fulfilled in a manner materially consistent with applicable laws or regulations. Milvia’s sole obligation, and Your sole and exclusive remedy, for any breach of this Section shall be to correct any failures of the Services to satisfy the foregoing warranties. MILVIA MAKES NO WARRANTY FOR PROVIDER SERVICES. PROVIDERS ARE AND SHALL REMAIN SOLELY RESPONSIBLE TO YOU FOR THE PERFORMANCE OF PROVIDER SERVICES, INCLUDING WITHOUT LIMITATION FOR ANY HARM THAT YOU MAY SUSTAIN AS A RESULT OF PROVIDERS’ PROFESSIONAL OR OTHER ACTS OR OMISSIONS.
11.2 Warranty Disclaimer. THE FOREGOING WARRANTIES ARE IN LIEU OF, AND MILVIA AND ITS AFFILIATES EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. MILVIA AND ITS AFFILIATES SPECIFICALLY DISCLAIM ANY WARRANTY THAT THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
Section 12. Waiver of Liability; Indemnification
12.1 Limitation on Damages. YOU WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW THE RIGHT TO ASSERT ANY CLAIM OF ANY KIND AGAINST MILVIA AND ANY THIRD PARTIES RELATED TO THE SERVICES PROVIDED HEREUNDER OR RELATED TO PROVIDER SERVICES. MILVIA AND ANY THIRD PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES OR EXPENSES OF WHATEVER NATURE AND HOWEVER ARISING, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, CLAIMS FOR BODILY INJURY, ECONOMIC LOSS, LOSS OF QUALITY OF LIFE, PAIN AND SUFFERING OR DEATH, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR RELATED TO PROVIDER SERVICES. THIS WAIVER OF LIABILITY AND INDEMNIFICATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS; PROVIDED, HOWEVER, THIS WAIVER OF LIABILITY AND INDEMNIFICATION SHALL NOT APPLY IN INSTANCES OF FRAUD OR INTENTIONAL MISCONDUCT BY MILVIA OR ANY THIRD PARTIES RELATED TO THE SERVICES. IN FURTHERANCE OF THIS WAIVER, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD MILVIA AND THIRD PARTIES HARMLESS FROM ANY OBLIGATIONS, COSTS, CLAIMS, JUDGEMENTS, ATTORNEY’S FEES AND ATTACHMENTS OR OTHER LOSSES ARISING FROM ANY CLAIM BY YOU OR ANY THIRD PARTY ARISING FROM, GROWING OUT OF OR RELATED IN ANY WAY TO THE SERVICES OR PROVIDER’S SERVICES. THIS WAIVER OF LIABILITY AND INDEMNIFICATION IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY LAW AND, IF ANY PORTION IS HELD INVALID, THE REMAINING PORTIONS SHALL CONTINUE TO HAVE FULL LEGAL FORCE AND EFFECT.
12.2 Waiver. YOU SHALL BE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR YOUR OWN HEALTHCARE DECISION MAKING. YOU AND YOUR AND YOUR HEIRS AND ASSIGNS, HEREBY IRREVOCABLY WAIVE AND RELEASE MILVIA, AND ITS OFFICERS, MEMBERS, OWNERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES, FROM ANY AND ALL CLAIMS, DAMAGES, CAUSES OF ACTION, OR LOSSES YOU MAY SUSTAIN OR INCUR OR OTHERWISE HAVE AGAINST THE FOREGOING RELEASED PARTIES ARISING OUT OF OR OTHERWISE CONNECTED IN ANY WAY TO OR WITH HEALTHCARE OR CLINICAL SERVICES RECEIVED BY OR WITHHELD FROM YOU, INCLUDING ANY HEALTHCARE OR CLINICAL SERVICES TIED OR RELATED IN ANY WAY TO MILVIA’S SERVICES PROVIDED IN CONJUNCTION WITH THIS AGREEMENT.
Section 13. General Provisions
13.1 Amendment. You acknowledge and agree that Milvia may update or modify this Agreement at any time. Milvia may change this Agreement by posting modifications on the Services. Unless otherwise specified by us, all modifications shall be effective upon posting. Therefore, You are encouraged to check this Agreement frequently. The last update date of this Agreement is posted at the top of the terms. By using the Services after any changes become effective, You agree to be bound by such changes. If You do not agree to the changes, You must terminate access to the Services.
13.2 Assignment. You may not assign Your rights or delegate Your duties under this Agreement without the prior written consent of Milvia and any such purported assignment is void. Subject to the foregoing, this Agreement will inure to the benefit of the Parties’ permitted successors and assigns.
13.3 Counterparts. This Agreement may be recorded or accepted in any number of counterparts and stored by electronic means, each of which will be deemed an original, but all of which taken together will constitute one single agreement between the Parties.
13.5 Force Majeure. Milvia’s failure to perform its obligations under this Agreement (except payment obligations) will be excused to the extent caused by events beyond Milvia’s reasonable control, including, but not limited to, war, natural disasters, governmental prohibitions or regulations, viruses or malware, or technical faults of Milvia’s service providers or vendors.
13.6 Governing Law, Jurisdiction and Venue. This Agreement and the rights and obligations of the Parties under this Agreement will be governed by and construed in accordance with the Laws of the State of California, without giving effect to the principles thereof relating to the conflicts of laws. Any dispute regarding this Agreement will be heard and resolved in the State and Federal courts located in San Francisco, California. Each of the Parties hereto hereby submits to the jurisdiction of such courts, acknowledges that venue is proper in such courts, and waives any objection to venue there. The Parties further agree that any and all claims or actions arising out of or relating to this Agreement shall be tried non-jury and that, SUBJECT TO APPLICABLE LAW, the Parties hereby expressly waive any and all rights to have such claims or actions be tried before a jury. Any cause of action or claim You may have with respect to the Services must be commenced within one (1) year after the cause of action or claim arises.
13.7 Headings/Construction. The headings in this Agreement are for reference and convenience only and will not be considered in the interpretation of this Agreement. The Parties acknowledge and agree that this Agreement has been negotiated at arms’ length, and shall not be construed for or against any Party by virtue of draftsmanship.
13.8 Notices. Notices, requests, consents, approvals, agreements, authorizations, acknowledgments, waivers and other communications required or permitted under this Agreement will be deemed duly given if receipt is acknowledged by the recipient, or if delivered by courier, certified or registered mail, email, or other electronic communication.
13.9 Relationship of Parties. The Parties intend to create an independent relationship and nothing contained in this Agreement will be construed to make either Milvia or You legal partners, joint venturers, principals, agents or employees of the other. Neither Party will have any right, power or authority, express or implied, to bind the other.
13.10 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, then the remaining provisions of this Agreement, if capable of substantial performance, will remain in full force and effect.
13.11 Third Party Beneficiaries. Each Party intends that this Agreement will not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Parties, except for any indemnitee.
13.12 Waiver. No delay or omission by either Party to exercise any right or power it has under this Agreement will impair or be construed as a waiver of such right or power. A waiver by any Party of any breach or covenant will not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be signed by the Party waiving its rights.
13.13 Acceptance. You shall be deemed to have accepted this Agreement and agreed to be bound by the terms and conditions set forth herein, if You have: (1) clicked “ I Agree,” below; (2) accessed or used the Services, including by initiating a Consultation with Milvia through any means; (3) signed or executed a copy of this Agreement; or (4) otherwise signaled Your acceptance of, or intention to be bound by, this Agreement, whether by Your conduct, or written or electronic communication.
PLEASE READ THIS SERVICES ARRANGEMENT CAREFULLY, AND DO NOT ACCEPT AND AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN OR USE THE MILVIA SERVICES IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE SERVICES RENDERED TO YOU BY MILVIA ARE GOVERNED BY THIS SERVICES ARRANGEMENT AND THE MILVIA USER AGREEMENT. THIS SERVICES ARRANGEMENT IS LEGALLY BINDING, AND GOVERNS YOUR ACCESS TO AND USE OF THE MILVIA SERVICES. BY CLICKING “I AGREE” OR BY OTHERWISE ACCESSING OR USING THE SERVICES DESCRIBED HEREIN, YOU AGREE TO BE BOUND BY THIS AGREEMENT.
This Services Arrangement is entered into by and between Milvia Medical, Inc., (“Milvia,” “we” or “us”), and you (“You” or “Your”), an individual authorized by Milvia to access the Service (as defined herein). Each of Milvia and You may be referred to herein individually as a “Party” or collectively as the “Parties”.
You have chosen to use Milvia’s marketplace platform to have the ability to search for, and book and manage, medical fertility procedures performed by independent clinics and Milvia’s concierge service through which Milvia can help you book transportation and accommodations in connection with your treatment by those providers (the “Service”).
Milvia’s services are designed to ease the burdens experienced by patients who are traveling, including internationally, to seek the Provider Services at an affordable cost and who desire a higher level of personal engagement. Milvia's services include non-clinical logistic and care navigation services throughout the delivery of Provider Services. Milvia will provide Services to You described above.
You may request additional services from Milvia that are beyond the Scope of Services to be provided under this Services Arrangement (“Additional Services”). Milvia will schedule a Consultation with You to discuss your request, and where appropriate will enter into an additional Services Arrangement under which it will provide You with such Additional Services.
YOU UNDERSTAND AND AGREE THAT YOUR HEALTHCARE SERVICES WILL BE PROVIDED BY HEALTHCARE PROVIDERS YOU SELECT, AND THAT MILVIA DOES NOT PROVIDE ANY MEDICAL SERVICES.
2. Estimated Charges
The estimated charges to You for Milvia’s Services are set forth on the Platform.