Introduction

This website that you are visiting, www.umedex.com, www.nembots.com, octane.umedex.com, oxygen.umedex.com, oasis.umedex.com, omni.umedex.com (the “Website”), is owned and operated by UMEDEX®, Inc. (“UMEDEX®” or the “Company”).

Through its network of Web properties (including domains, sub-domains, international domains, widgets and mobile versions), clinical applications, collaborative platform, plugins (such as connect, share and survey), infrastructure, and others (including software, devices or networks, existing or later developed), (collectively “Services”), UMEDEX® gives you access to variety of resources to manage your and others health. The Services, including upgrades, enhancements, new features and/or changes therein, are subject to this Terms of Use.

Definitions

The following expressions shall bear the meanings assigned to them below and similar expressions shall bear the corresponding meanings -

1. “intellectual property” means, collectively, the patents, copyrights, trademarks, designs, models, brands, names, trade names, graphics, icons, hyperlinks, know-how, trade secrets and any other type of intellectual property (whether registered or unregistered including applications for and rights to obtain or use same) which we own, license, use and/or hold (whether or not currently) on or in connection with this Website.
2. “know-how" means all the ideas, designs, documents, diagrams, information, devices, technical and scientific data, secrets and other processes and methods we use in connection with this Website, as well as, all available information regarding marketing and promotion of the products and services described in this Website, as well as all and any modifications or improvements to any of them.
3. “products and/or services” means the products and/or services we offer from time to time, including products and/or services available through this Website, available through any other website operated by UMEDEX, and available through third-party platforms, such as, but not limited to, the Apple App Store and Google Play (collectively, “Third-Party Platforms”).
4. “terms of use” means these terms and conditions of use, as amended from time to time.
5. “trademarks” means those trademarks we own (or which we are designated as beneficial owner) and any other trademarks, designs, logos, style names, tag lines and slogans which we own or have the right to use or any derivative service offerings of, and applications for, any of same.
6. “We”, “Us” and “Our” means UMEDEX®.
7. “website material” means the contents of this Website, including without limitation, all and any information, data, documents, intellectual property, material, products (including software) or services contained in, accessed through, or downloaded or obtained from this Website which we own.
8. “You” means users of and visitors to the Website as well as any other person seeking to interact with or obtain information from the Website.
9. All annexures, exhibits, addendums and amendments to these terms of use shall be deemed to form an integral part of these terms of use.

Terms of Use

We make this Website and/or products and/or services available to you on the condition that you accept, without modification, of these terms of use. Your access to and use of this Website and/or products and/or services constitutes your agreement to and acceptance of these terms of use. If you do not agree with any provision contained in these terms of use, please do not use this Website.

1. We reserve the right, in our sole discretion, to amend (including without limitation, by the addition of new terms of use) these terms of use at any time and from time to time without notice to you.
2. Any such amendments shall come into effect immediately and automatically.
3. You agree that we may amend these terms and conditions at our sole discretion and instance.
4. You undertake to review these terms of use regularly prior to use of this Website for any such amendments.
5. No further amendments of these terms of use shall be of any force and effect unless reduced to writing and we have expressly agreed to the changes in writing.

Products and/or Services

1. We offer certain products and/or services on or through the Website and through Third-Party Platforms.
2. Your use of these products and/or services offered will be subject to our terms and conditions as well as these terms of use, where appropriate.
3. We reserve the right to amend the prices and/or content of our products and/or services without notice to you.

Proper Representation

In using this Website and/or the Website materials you represent and warrant that you are of full legal age, or have your guardians’ consent to enter into a contract being these terms of use.

If you are accepting these terms of use on behalf of another person, company, or other legal entity, you represent and warrant that you have full authority to bind that person, company or legal entity to these terms of use.

Your Account and Profile

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

1. You will be required to register on the Website if you wish to make use of the Website's functionality and/or the Service.
2. In order to successfully complete the registration process, you are required to submit personal information to us (“registration data”), the use of which information is governed by our Privacy Policy.
3. You warrant that the personal information you submit to us through the Website is accurate, current and complete. You may be temporarily or permanently denied access to aspects of the Website functionality and/or the Service, should you breach this warranty or subsequently be found to have breached this warranty.
4. We may take steps to verify your registration data once you have submitted it to us. You agree to this verification process and irrevocably consent to us gaining access to relevant information held by third parties which may be reasonably required to complete the verification process.
5. Should you not agree to the verification process or withhold your consent mentioned above, your membership on the Website may be suspended or terminated. Similarly, if the verification process is not successful, you agree that we may block or limit your access to the Website and you waive any claims you may have against UMEDEX®, its officers, directors, employees, agents and/or contractors arising out of our denial of your access to the Website.
6. You acknowledge and agree that access to the Website's functionality may be limited until such time as the verification process has been successfully completed.

Code of Conduct

You are responsible for all activities in your UMEDEX® account. You shall treat all users, within and outside of your network, with courtesy and respect. You agree to -

1. engage in any abuse of e-mail or spamming, including (without being limited to) the posting or cross-posting of unsolicited articles with the same or substantially the same message to recipients that did not request to receive such messages;
2. engage in any activity intended to entice, solicit or otherwise recruit users of the Website to join an organization except where such activities are expressly authorized by UMEDEX® in writing and published to the Website;
3. take any action aimed at deceiving or misleading any person, attempt to impersonate or misrepresent your affiliation to any person or forge headers or otherwise manipulate identifiers in order to disguise the origin of anything posted or transmitted through the products and/or services;
4. use the products and/or services to post or transmit anything which is defamatory, discriminatory, obscene, offensive, threatening, abusive, harassing, harmful, hateful or which carries child pornography, religious or racial slurs or threatens or encourages bodily harm or the like or which may violate any person's personality rights;
5. use the products and/or services to make fraudulent offers to sell or buy products, items or services or to offer or solicit for any type of financial scam such as "pyramid schemes" and "chain letters";
6. use the products and/or services in a manner that may infringe the intellectual property rights (for example copyright or trademarks) or other proprietary rights of others, including (without being limited to) the transmission of pirated software;
7. use the products and/or services in any manner which could damage, impair, overburden or disable the products and/or services or interfere with any other party's use or enjoyment of the products and/or services;
8. use the products and/or services to post or transmit anything which contains viruses or any other destructive features, regardless of whether or not damage is intended;
9. gather e-mail addresses and/or names for commercial, political, charity or like purposes or use the products and/or services to collect or attempt to collect personal information about third parties without their knowledge or consent; and
10. violate the privacy of any person or attempt to gain unauthorized access to the products and/or services or any other network, including (without being limited to) through hacking, password mining or any other means; and/or
11. use the products and/or services to engage in any illegal or unlawful activity.

We have no obligation to monitor your activities, communications and postings. Should you engage in any one or more of the above practices, which we shall determine in our sole discretion and which decision shall be final, then we shall be entitled, without prejudice to any other rights we may have, to:

1. review your activities and materials posted to the Website and remove any materials at our sole discretion;
2. without notice, suspend or terminate your access to the products and/or services as well as the Website;
3. Notwithstanding our Privacy Policy, disclose your identity to all persons affected by your actions.

You agree that the security of your account is solely your own responsibility. You further agree that –

1. you are responsible for maintaining and promptly updating the registration data and any other information you provide us with, thereby keeping it accurate, current and complete;
2. if you believe the security of your account has been compromised in any way, you will notify us immediately;
3. if you believe that information or content published on the Website infringes on any person’s rights in any way, you will notify us immediately;
4. you shall be held fully responsible for any misuse or compromise to your account; and
5. if any security violations are believed to have occurred in association with your account, we have the right to suspend access to your account pending an investigation and resolution.

Intellectual Property

The intellectual property is owned by UMEDEX® or used under license or with permission. You agree that:

1. You may not copy, reproduce, display or use any intellectual property in any manner whatsoever without our prior written permission.
2. Such written permission may take the form of a license granted in these terms of use.
3. Trademarks, which are identified as trademarks owned by UMEDEX®, belong to UMEDEX®. Trademarks other than those belonging to UMEDEX® which are displayed on this Website are the trademarks of their respective owners.

Rights and Privacy

You own the materials and contents you provide to UMEDEX® by way of post, upload, feedback, suggestion or submit to UMEDEX® or to its Services for review by the general public, or by members of any public or private network (collectively, “Contents” or “Content”). You agree:

1. to grant UMEDEX® a perpetual, worldwide, right and license to use, copy, modify, publish, republish, distribute and create derivative work based on, in any form, any Content you contribute to UMEDEX®.
2. there is no compensation to be paid for Contents.
3. there is no obligation on Our part to post or use any Content you provide and UMEDEX®, at its sole discretion, may remove your Content at any time.

In addition, when you submit a Content, you warrant and represent that you own or otherwise control the rights to your Content including, without limitation, all rights necessary to post, upload, input or submit the Content.

Subject to the above, We will treat information You submit to UMEDEX® in accordance with our Privacy Policy.

Infringement of Rights: Complaints

If you are of the view that your rights have been infringed through the unlawful use of this Website by registrants or third parties, you may address a written complaint to us with the following information:

• the full names and address of the complainant
• the written or electronic signature of the complainant
• identification of the right that has allegedly been infringed
• identification of the material or activity that is claimed to be the subject of unlawful activity
• the remedial action required to be taken by the service provider in respect of the complaint;
• your contact details including phone number and email address;
• a statement that the complainant is acting in good faith;
• a statement by the complainant that the information in the take-down notification is to his or her knowledge true and correct.

All complaints must be in writing and addressed to UMEDEX® by -

• email at complaints@umedex.com
• registered post to 6303 Owensmouth Ave, 10th Floor, Woodland Hills, CA 91367

We will investigate the complaint on receipt of complete information and remove the content or material in accordance with section 512 of the US Copyright Act.

If you are the subject of such a complaint, you have a right to reply to the complaint although you agree that it is your responsibility to submit your reply to us and agree that we are not obliged to obtain your reply from you.

Copyright

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, video clips, digital downloads, data compilations, and software, is the property of Company protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Company and protected by U.S. and international copyright laws. All software used on this site is the property of Company or its software suppliers and protected by United States and international copyright laws.

Changes to Products and Website

We may, in our sole discretion, change, amend, suspend, withdraw or discontinue any aspect, feature, product, Service or information contained on this Website at any time without any prior notice to you. We may also impose limits on certain features and Services or restrict your access to any or all of the Website or Website content without notice or liability.

Electronic Communication

When you visit our Website or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

Disclaimer of Warranties and Limitation of Liability

UMEDEX® MAINTAINED WEBSITE AND ALL INFORMATION, CONTENT, MATERIALS, INFRASTRUCTURE, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE AND THIRD-PARTY PLATFORMS ARE PROVIDED BY COMPANY ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, INFRASTRUCTURE, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE AND THIRD-PARTY PLATFORMS. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

INFORMATION, IDEAS AND OPINIONS EXPRESSED ON THIS WEBSITE AND IN THE WEBSITE MATERIALS ARE GENERAL IN NATURE AND MUST NOT BE REGARDED AS SPECIFIC LEGAL PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE AND STRONGLY ADVISED TO SEEK PROFESSIONAL ADVICE BEFORE ACTING ON SUCH INFORMATION, PARTICULARLY WITH RESPECT TO ANY SPECIFIC SCENARIO OR SET OF CIRCUMSTANCES.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE WEBSITE; INFORMATION, CONTENT, MATERIALS, INFRASTRUCTURE, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE AND THIRD-PARTY PLATFORMS; THEIR SERVERS; OR E-MAIL SENT FROM UMEDEX® ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS WEBSITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, INFRASTRUCTURE, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnity

You hereby indemnify, defend and hold Us and our shareholders, directors, officers, employees, and agents, harmless from and against any claim, loss, damage, damages, liability or demand due to or arising out of your use of this Website or the Website contents or your breach of these terms of use.

Third Party Dealings

Your communication, interaction or dealing with third parties which are referred to or linked from or to this Website is entirely at your own risk and are solely between you and such third party including the acquisition, disposal, payment and delivery of any goods or services, and any terms, conditions, warranties or representations associated with such communication, interactions or dealing. Your communication, interaction and dealing with third parties will be governed by such third parties terms and conditions. You agree that we shall not be responsible or liable for any damage, damages or loss caused or which you allege we have caused by or in connection with your communication, interaction or dealing with such third parties. You acknowledge and agree that such third parties are not our agents.

License and Site Access

UMEDEX® grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent. This license does not include any resale or commercial use of this Website or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Company.
You agree that -

1. You will not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information including but not limited to images, text, page layout, or form of Company without express written consent.
2. You will not use any meta tags or any other "hidden text" utilizing Company’s name or trademarks without the express written consent.

Any unauthorized use terminates the permission or license granted. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Company so long as the link does not portray Company, or its products and/or services in a false, misleading, derogatory, or otherwise offensive matter.

You may not use any Company logo or other proprietary graphic or trademark as part of the link without express written permission.

Fees and Charges

Your purchase of products and/or use of Services offered on this Website, if any, will be subject to Our Master Purchase Agreement.

Dispute

Any dispute relating in any way to your visit to our Website or to products and/or services sold or distributed by Company shall be adjudicated in any state or federal court in the County of Fulton in the State of Georgia, and you consent to exclusive jurisdiction and venue in such courts.

Applicable Law

By visiting our Website, you agree that the laws of the State of Georgia, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Company.

Privacy Law

Your privacy is very important to us and we shall take reasonable steps to protect your personal information. See Our Privacy Policy for disclosures relating to the collection and use of your information.

Termination

If you breach any of these terms of use, you agree we may immediately and automatically terminate your use of and access to the Website, and/or prohibit your future access to and/or use of the Website without incurring any liability to you of any nature whatsoever and howsoever arising. Our rights in this regard are expressly reserved. We will notify you by email or at your next attempt to access your account.