Terms of Use

1. Acceptance of Terms of Use

Medicem Inc. (“Medicem”) requires that all the visitors to our website (https://dilapans.com) and any mobile applications or other related services we may offer within the United States (collectively, the “Services”) adhere to the following terms and conditions. By accessing the Services you indicate your agreement and acceptance of these terms and conditions (“Terms of Use”). These Terms of Use apply to all users of the Services and by using the Services, you represent and warrant that you are of legal age to form a binding contract with us and meet all of the eligibility requirements in these terms. Note that if you have a business relationship with us, any contractual terms in that relationship will control.

Medicem maintains this Services to provide you with information about us, our products and services and to facilitate communications with us. We reserve the right to revise these Terms of Use and the products, services, prices, and programs mentioned on the Services without notice. Your right to access or use the Services is terminated if you violate these Terms of Use, and we reserve the right to seek all remedies available by law and in equity for search violations. Any rights not expressly granted herein are reserved. Please check back periodically to review any changes to these Terms of Use. Please see Sections 6-7 below regarding your legal rights in any dispute involving our Services.

2. Intellectual Property Rights

We grant you a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to access and use the Services for lawful purposes in accordance with this Terms of Use and our Privacy Policy. The Services contain electronic content, functionality, features and applications (collectively, “Materials”) owned by (or licensed to) Medicem, including name, logo, text, images, audio/visual works, icons and scripts and other materials provided on or through the Services. Except as provided herein or with our express prior written permission, none of the information and Materials provided by the Services may be copied, displayed, distributed, downloaded, licensed, modified, published, re-posted, reproduced, reused, sold, transmitted, used to create a derivative work or otherwise used for public or commercial purposes. Trademarks and service marks that may be referred to in the Services are the property of Medicem or their respective owners. Nothing in the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark without our written permission. Claims of copyright infringement should be direct to the contact information provided below.

We do not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If you choose to send us content, information, ideas, suggestions, or other materials, you agree that we are free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.

3. Linking to Medicem Services

Unless otherwise set forth in a written agreement between you and Medicem, you must adhere to our linking policy as follows: (1) any link to the Services must be clearly marked with our website address, (2) the appearance, position and other aspects of the link may not damage or dilute the goodwill associated with our names and trademarks; (3) the link may not create the false appearance that your organization or entity is sponsored by, affiliated with, or associated with us; (4) when selected by a user, the link must display the Services on a full-screen and not within a “frame” on the linking website; and (5) we reserve the right to revoke this consent to link at any time in our sole discretion.

4. Links to Non-Medicem Sites

The Services may contain links to third party sites. Access to any other website referenced in the Services is at the user’s own risk and we are not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on other sites. We provide these links merely as a convenience and the inclusion of such links does not imply an endorsement, recommendation or approval. The content, accuracy, opinions expressed and other links provided by linked sites are not investigated, verified, monitored or endorsed by us. If you decide to visit, or transact business at any linked site, you do so at your own risk and it is your responsibility to take all protective measures. The third party sites are not controlled by us, and may have different terms of use and privacy policies, which we encourage you to review.

5. Restriction on Access To Password Protected or Other Areas

Access to and use of any password-protected or otherwise secured areas of the Services is restricted to authorized users only. Unauthorized individuals attempting to access these areas of the Services may be subject to prosecution.

6. Applicable Laws, Class Action Waiver and Indemnity

By using the Services you agree that these Terms of Use and our Privacy Policy are subject to, and shall be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without regard to its choice of law principles. This is the case regardless of whether you reside or transact business or view the Services in Massachusetts or elsewhere. You agree to submit to the exclusive personal jurisdiction of the competent state and federal courts located in Boston, Massachusetts in relation to any claim, dispute or difference arising from these terms, and you agree to waive any right of removal or transfer whether due to forum non conveniens or other reason.

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AGREE THAT EACH PARTY TO A DISPUTE HEREUNDER MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and we agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

The Services are controlled and administered by Medicem in the United States of America. Medicem makes no representations that the Services are appropriate or available for use at locations outside the United States. If you access this site from locations outside of the United States, you are responsible for your compliance with all applicable laws.

You agree to indemnify us and hold us harmless from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys’ fees, resulting, whether directly or indirectly, from your violation of these Terms of Use. You also agree to indemnify us and hold us harmless from and against any and all claims brought by third parties arising out of your use of the Services by any means, including without limitation through a posting, a link, reference to other content, or otherwise.

7. Disclaimer

Although Medicem has attempted to provide accurate information through the Services, neither Medicem, its officers, directors, shareholders, employees, representatives or affiliates, or the like, warrant that the Services will be uninterrupted or error-free. Medicem reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Services. While Medicem will use reasonable effort to maintain the availability of the Services there is no guarantee that it will be complete, up-to-date or available at all times. We may remove any content from the Services for any reason, without prior notice.

YOUR USE OF THE SERVICES AND MATERIALS IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND MATERIALS ARE PROVIDED “AS IS” WITHOUT A REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED ON THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS THROUGH USE OR DOWNLOADING MATERIAL FROM THE SERVICES. UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, ACTUAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT MAY ARISE FROM THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, AND IN SUCH JURISDICTIONS OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER.

8. User Conduct, Prohibited or Unlawful Use

You are responsible for any activity that occurs through your account (if you have one through the Services) and you agree you will not sell, transfer, license or assign your account, username, or any account rights. With the exception of people or businesses authorized to create accounts on behalf of their employers or clients, we prohibit the creation of and you agree that you will not create an account for anyone other than yourself. All information you provide to us must be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy. You are responsible for keeping your password for the Services (if any) secret and secure. You agree that we are not responsible or liable for the conduct of any user.

In order to maintain an informative and valuable service for the users of the Services, the following rules have been established to protect against abuse. As a condition of your use of the Services , you warrant that you will not use the Services for any purpose that is unlawful or prohibited by these Terms of Use.

This section is intended to provide examples of conduct deemed to be unacceptable by Medicem, and is not an all-inclusive list of unacceptable conduct. Use of the Services for any purpose that is unlawful or in any manner which could damage, disable, overburden or impair the operation of the Services, our network or any other party’s use or enjoyment of the Services , is strictly prohibited. Specifically, you may not:

  • Attempt to use or gain unauthorized access to data, accounts, hosts, servers, systems or networks of the Services, or probe, scan or test the vulnerability of a system or network of the Services;
  • Interfere with our services to any user, host or network including, without limitation, mail-bombing, flooding, or attempting to overload the system;
  • Falsify address information or otherwise modify e-mail headers to conceal the sender’s or the recipient’s identity; or
  • Use the Services to engage in activities that violate any terms or conditions of any other network access provider or Internet service provider.

Medicem can engage with U.S. government and law enforcement officials if any criminal activity is suspected. Violations may result in criminal and civil liability and revocation of access to the Services.

9. Entire Agreement; Severability

You acknowledge that you have read and understood and agree to be bound by these Terms of Use. You further agree that these Terms of Use, together with our posted Privacy Policy, which is incorporated into these Terms of Use by reference, constitute the complete and exclusive statement of the agreement between you and Medicem and supersedes all other proposals or prior agreements oral or written, and any other communications relating to the subject matter of these Terms of Use. If any provision of these Terms of Use is found unenforceable, it shall not affect the validity of the remainder of these Terms of Use, which shall remain valid and enforceable according to its terms, and the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Medicem as a result of these Terms of Use or your use of the Services.

10. Contact Information

Reports of any activity in violation of these Terms of Use should be sent to the address shown below. We will investigate complaints and take action where appropriate. For all questions, complaints and general comments, please direct all communications to us at Medicem, Attn: Chief Compliance Officer, 125 High St, Ste 1704, Boston, MA 02110, via email at elise.roth@medicem.com or by phone at 973-534-2396.

These Terms of Use were last updated May 15, 2020.