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Xpedilab, Inc User Agreement

Xpedilab, Inc User Agreement

Welcome to Xpedilab, a multi-sided digital marketplace platform that facilitates connection between individuals or entities (each, a “User”) and independent third-party service providers, including lab technicians (each, a “Provider”), for specimen collection (the “Services”).

This User Agreement (“Agreement”) constitutes a legally binding agreement between you and Xpedilab Inc., a Delaware corporation (“Xpedilab” “we” “our” “us”) (collectively, the “Parties”) and governs your access to and use of the Xpedilab platform (the “Platform”) and any associated Services.

BY USING AND ACCESSING THE PLATFORM AND SERVICES, YOU ACKNOWLEDGE AND AGREE TO BE BOUND BY THIS AGREEMENT.

  1. Services. The Xpedilab Platform is a multi-sided portal that enables you to conveniently schedule on-demand specimen collection services with a provider who will meet you at a location of your choosing. You acknowledge that your ability to obtain specimen collection services from third party providers through your use of the Platform does not establish Xpedilab as a healthcare provider or other Covered Entity, as such term is defined in the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Xpedilab is neither a clinical laboratory nor a testing service provider, does not collect or analyze samples, and does not provide any medical services or advice. Before obtaining any services, you should consult with your healthcare provider. You acknowledge that independent third-party providers, including lab technicians, are not agents or employees of Xpedilab.
    1. License. Subject to your compliance with this Agreement, Xpedilab grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Platform, content, information and related materials, including obtaining Services, solely for your personal, noncommercial use. Xpedilab reserves all rights not expressly granted herein. Xpedilab reserves the right to terminate this license at any time and for any reason.
    2. Specimen Delivery. Part of the Service includes delivering your collected sample to a laboratory for analysis. Laboratory policies vary, and some require that accounts be current and fully paid before the laboratory will accept delivery of any specimen. If you have any outstanding balance with the laboratory where delivery is to be made, the Provider may not be able to deliver your specimen. As such, you acknowledge and agree that it is solely your responsibility to ensure accounts with laboratories are current and fully paid. You further acknowledge and agree that neither Xpedilab, the Provider, nor the laboratory shall be responsible or have any liability to you or any third party for any loss or damage resulting from an inability to fulfill delivery if such inability is due to an unpaid balance. You represent and warrant that paying laboratory fees and keeping accounts current is solely your responsibility, and that failure to do so may result in your specimen being returned or discarded.
  2. User Account. In order to use the Platform, you must register for and maintain an active and accurate user account (“Account”). By creating and maintaining an Account and accessing and using the Platform, you warrant that you are at least 18 years old or the age of legal majority in your jurisdiction (if different than 18), and a resident of the United States. To create an Account, you will need to provide your name, email, phone number, date of birth. For more information regarding how we use your personal information, please see our Privacy Policy located at [https://xpedilab.com/privacy-policy/]. Except as may be necessary to create your Account and schedule Services, you should not submit confidential, personal, or sensitive information through the Platform. Your failure to comply with this Agreement (including our Privacy Policy) in any way may result in your inability to access or use the Platform or obtain Services. You are responsible for all activity that occurs under your Account, and agree to maintain the security of your Account and login credentials at all times. You agree to notify Xpedilab immediately if you discover or suspect someone has accessed your information or Account without your consent.
    1. Account on Behalf of Others. If you are creating an account or using the Platform on behalf of another individual, such as your child, you warrant that you have full and proper authority to make such decisions on behalf of the individual and provide individual’s information to us.
    2. Compliance with Laws. You agree to comply with all applicable laws and the terms of this Agreement. You also agree not to use the Platform in any manner that would be illegal or against any law or regulation, including (except as expressly provided herein) registering an account or scheduling for another individual without that individual’s consent. Xpedilab may terminate this Agreement or generally cease offering access to the Platform at any time.
    3. Communication and Network Access. You agree that Xpedilab and Providers may contact you by telephone, text message, and email using the contact information. You are not required to provide this consent as a condition of obtaining Services, and you may opt out at any time by contacting us. You are responsible for obtaining the data network necessary to access and use the Platform, and acknowledge that data and messaging rates may apply if you access or use the Platform from a mobile device. You are responsible for obtaining compatible hardware or devices necessary to access and use the Platform. Xpedilab does not guarantee the Platform or any portion thereof will function on any particular hardware or device.
  3. Payment. You acknowledge and agree that use of the Platform may result in charges to you for the services you schedule (“Charges”). Once you have scheduled an appointment with a Provider, Xpedilab will enable your payment of Charges through a secure third-party payment processor. Charges may include applicable taxes and other fees, including but not limited to cancellation fees. All Charges and payments will be enabled using your preferred and designated payment method, after which you will receive a receipt. At this time, Xpedilab does not accept insurance. To use the Platform and obtain Services, you must use a valid payment method.
    1. Charges. With respect to Providers, Charges you incur will be owed directly to such Providers, and Xpedilab will collect payment of those charges from you, on the Provider’s behalf. This payment structure is intended to fully compensate Providers, if applicable, for the services obtained by you. There also may be certain Charges you incur that will be owed and paid directly to Xpedilab. For the avoidance of doubt, Xpedilab does not charge a fee for a User to access the Platform, but retains the right to charge Users a fee or other Charge for accessing Services made available through the Platform. Even if not indicated on the Platform, you understand that the prices displayed may differ from the prices offered or published directly by Providers for the same service. In other words, prices displayed through the Xpedilab Platform may not be the lowest prices at which the service may be obtained from elsewhere.
    2. Cancellations and Refunds. You will be responsible for Charges incurred. Please provide notice as soon as possible in the event you need to cancel your booked Services, Company will issue a refund for Services which are cancelled with more than twenty-four (24) hour notice. Booked Services which are cancelled within twenty-four (24) hours of the scheduled time are not eligible for a refund.
    3. Right to Change. Xpedilab reserves the right to change pricing and availability of service without notice. Xpedilab reserves the right to amend any prices, suspend or discontinue any services, and correct errors, inaccuracies, or omissions, including after a service payment has been submitted, processed, or confirmed.
    4. Disputed Charges. If you think a correction should be made to any Charge you incurred, you must notify Xpedilab in writing within 7 days after the Charge took place.
  4. Intellectual Property. Xpedilab owns and will retain all rights, title, and interest (including, without limitation, all patent, trademark, copyright, trade secret and other intellectual property rights) in and to the Platform, its associated content and software, and all copies, modifications, and derivative works thereof. You may not: (i) remove any copyright, trademark or other proprietary notices from the Platform; (ii) reproduce, modify, prepare derivative works from, distribute, license, sell, or otherwise transfer, transmit, or publish any portion of the Platform; (iii) decompile, reverse engineer or disassemble the Platform; (iv) cause or launch any programs or scripts for the purpose of unduly burdening or hindering the operation and/or functionality of any aspect of the Platform; or (vi) attempt to gain unauthorized access to or impair any aspect of the Platform.
  5. Unauthorized Access; Data Loss/Corruption. XPEDILAB IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO YOUR DATA BY ANYONE USING THE PLATFORM OR FOR THE UNAUTHORIZED ACCESS TO, THEFT, ALTERATION, CORRUPTION, LOSS OR DESTRUCTION OF DATA FILES OR INFORMATION BY ANY MEANS, INCLUDING ACCIDENTAL OR FRAUDULENT. YOU WAIVE ANY CLAIM FOR DAMAGES AGAINST XPEDILAB AS A RESULT OF PROGRAMMER ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR USE OF THIRD-PARTY SOFTWARE. XPEDILAB IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR COMMUNICATED THROUGH THE PLATFORM.
  6. No Warranties; Limitation of Liability. THE PLATFORM AND INFORMATION CONTAINED THEREIN OR COMMUNICATED THROUGH IT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES, REPRESENTATIONS, OR ASSURANCES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, AND ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE, AND THE ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, CURRENTNESS OR TIMELINESS OF INFORMATION. XPEDILAB SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR SUCH USE, RESULTS OR RELIANCE. YOUR USE OF THE PLATFORM IS AT YOUR OWN RISK.
    1. No Liability for Providers. XPEDILAB DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT YOUR USE OF THE PLATFORM, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. XPEDILAB SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE PLATFORM OR SERVICES OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF XPEDILAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

You are responsible for discerning and confirming the accuracy of the information provided on the Platform with other sources before undertaking any course of action based on it.

IN NO EVENT SHALL XPEDILAB BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR INJURY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE, GOODWILL, INFORMATION OR DATA; PERSONAL INJURY OR PROPERTY DAMAGES ARISING OUT OF USE OF THE PLATFORM, OBTAINING OF SERVICES, OR ANY FAILURE TO DELIVERY SPECIMENS AS A RESULT OF AN OUTSTANDING LABORATORY BALANCE (as detailed in Section 1(B) above) REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBLITY OF SUCH DAMAGES.

XPEDILAB SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND XPEDILAB’S REASONABLE CONTROL. THE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE SPECIMEN COLLECTION SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT XPEDILAB HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SUCH SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT ALLOWED BY LAW AND THIS LIMITATION AND OTHER TERMS/PROVISIONS OF THIS AGREEMENT CAN ONLY BE MODIFIED BY AN ARBITRATOR OR COURT TO MAKE IT ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED. NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. CHECK YOUR LOCAL LAWS FOR ANY RESTRICTIONS OR LIMITATIONS REGARDING THE EXCLUSION OF IMPLIED WARRANTIES. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES TO THE EXTENT INDICATED ABOVE, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT.

  1. Dispute Resolution. If any dispute arises out of or relates to this Agreement, or a breach thereof, the disputing Party shall provide written notice regarding the act of such dispute within five (5) days to the party allegedly in breach (the “Written Notice of Alleged Breach”). Upon Written Notice of the Alleged Breach, the Parties shall make reasonable efforts to informally resolve such dispute. If the dispute cannot be settled through such direct discussions, the Parties agree to first endeavor to settle the dispute in an amicable manner by non-binding mediation in accordance with the rules of alternative dispute resolution of the State of Florida for the judicial circuit containing Miami-Dade County, Florida before resorting to any other process for resolving such dispute. In the event of litigation, the prevailing party shall bear the cost of all reasonable attorneys’ fees and expenses associated with the mediation process and any other dispute resolution proceeding.
    1. No Class Action. You agree that you may only bring an action in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
  2. Indemnification. You agree to indemnify and hold Xpedilab and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Services, your violation of this Agreement, or your violation of any rights of another.
  3. Miscellaneous Provisions.
    1. Entire Agreement; Notice. This Agreement constitutes the entire agreement between the parties and supersedes any prior understanding of any kind. All notices, demands, requests and replies shall be in writing and shall be deemed given when delivered in person or sent first class, postage pre-paid, US Registered Mail, or electronic mail as follows:
      For Company: Xpedilab Inc.
      Attn: James Trice, CEO
      16192 Coastal Hwy
      Lewes, DE 19958
      jim@xpedilab.com
      With a copy to: Shraybman Law, PLLC
      Attn: Jessica Shraybman, Esq.
      475 Brickell Ave., Ste. 4113
      Miami, FL 33131
      jessica@shraybmanlaw.com
    2. Force Majeure. Neither you nor Xpedilab shall be in default by reason of failure or delay of performance, except for your payment obligations, where such failure or delay is due to any cause beyond reasonable control, including strikes, civil disturbances, riot, invasion, epidemic, hostilities, war, natural disaster, acts of God, flood, fire,
      or other circumstances beyond your or Xpedilab’s reasonable control.
    3. Survival. All provisions of this Agreement which by their nature should survive termination of this Agreement shall survive such termination including, but not limited to, intellectual property ownership provisions, warranty disclaimers, and limitations of liability.
    4. Severability; Modification; Assignability. To the extent any provision herein is deemed unenforceable, all remaining provisions shall not be affected and shall remain in full force and effect. Xpedilab reserves the right to modify this Agreement. If we make any changes, we may provide you with notice of such changes by providing a notice through the Platform or updating the date at the top of this Agreement. Such changes will be effective immediately and your continued access to and use of the Platform confirms your acceptance of such changes. If you do not agree to the amended terms, you must stop accessing and using the Platform. You may not assign in whole or part this Agreement. Xpedilab may assign its interests hereunder.
    5. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Nothing herein, express, or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy whatsoever, under or by reason of this Agreement.
    6. No Waiver. Failure to enforce any provision hereof will not be construed as a waiver of such provision, nor prevent a Party thereafter from enforcing the provision or any other. The rights granted are cumulative, and the election of one will not constitute a waiver of such Party’s right to assert other legal and equitable remedies available under the circumstances.
    7. Choice of Law, Jurisdiction, and Venue. This Agreement shall be construed in accordance with, and governed by, the laws of the State of Florida, without regard to conflicts of law principles. The Parties voluntarily consent to the jurisdiction of all Federal and State Courts located in Florida. The Parties further agree and consent that venue of any action shall be undertaken in Miami-Dade County, Florida.
    8. Interpretation. The headings contained herein are for reference only and shall not affect the meaning or interpretation of this Agreement. This Agreement shall not be interpreted more strictly against either Xpedilab merely because Xpedilab drafted it.