TERMS OF SERVICE
Last updated: September 14, 2022
These terms and conditions of service (the “Terms of Service” or the “Agreement”) apply to your (“Service Provider”, “User”, “you” or “your”) access and use of our health and wellness application, provided via our website at www.medworks.com (the “Website”) and through our mobile application available for download on Google Play and App Store (the “App”) and all other websites, software, and services related thereto (collectively, including the Website and the App, the “Service”), owned and operated by Medworks Inc. (“Medworks,” “we,” “us” or “our”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AND IN THEIR ENTIRETY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING BUT NOT LIMITED TO VARIOUS LIMITATIONS, EXCLUSIONS, AND INDEMNITIES. YOUR ACCESS AND USE OF THE SERVICE IS SUBJECT TO THESE TERMS OF SERVICE. THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE SERVICE, INCLUDING SERVICE PROVIDERS WHO DOWNLOAD THE APP, ACCESS THE WEBSITE, AND PROVIDE SERVICES THROUGH THE SERVICE.
BY ACCESSING, BROWSING AND USING THE SERVICE, YOU INDICATE THAT YOU HAVE READ AND ACCEPTED THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN YOU MAY NOT ACCESS OR USE THE SERVICE OR ANY OF MEDWORKS’ CONTENT.
THE SERVICE IS NOT INTENDED FOR INDIVIDUALS UNDER THE AGE OF 18. YOU HEREBY AFFIRM THAT YOU ARE OVER THE AGE OF 18. YOU AGREE THAT YOU SHALL MONITOR YOUR ACCOUNT TO PREVENT USE BY MINORS, AND YOU WILL ACCEPT FULL RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR PASSWORD OR YOUR ACCOUNT.
The Terms of Service govern your access to or use of the Service and the content, information and services provided through the Service. Every time you use the Service, whether to complete the registration process, to browse the Service, or to provide healthcare and wellness services, you accept and agree to be bound by and comply with these Terms of Service. In so doing, you hereby represent and warrant that you have the authority to be bound by the Terms of Service personally.
We reserve the right to decline access to the Service to any person who breaches these Terms of Service.
If you are using the Service then for the purpose of these Terms of Service, “you” and “your” refer to you:
you accept these Terms of Service, and you will be responsible for any act or omission on your behalf;
you represent and warrant that you have the authority to bind you to these Terms of Service;
you have all the required legal and contractual authorizations, licenses, approvals and are otherwise legally able to use the Service for the intended purposes; and
you covenant that you have the right, power, and authority to enter into these Terms of Service, perform your obligations, and grant the rights, licences, and authorizations in these Terms of Service.
Medworks reserves the right to modify these Terms of Service, relating to the Service at any time and they are subject to change by Medworks in its sole discretion to the fullest extent permitted by applicable law. When changes are made, Medworks will make a new copy of the Terms of Service available on the Service and Users will be notified of any such update through the Service notifications. We will also update the "Last Updated" date at the top of the Terms of Service. If we make any material changes and you have created an account on the Service, we will send an email notice at the last e-mail address you provided to us. Any changes to the Terms of Service will be effective immediately after posting notice of such changes on the Service. Medworks may require you to provide consent to the updated Terms of Service in a specified manner before further use of the Service is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you must immediately stop using the Service and may terminate your agreement to these Terms of Service. Otherwise, your continued use of the Service shall constitute your deemed acceptance of such change(s) to the Terms of Service. You should regularly review the Service for the most current version of the Terms of Service.
When using the Service, you will be subject to any additional agreements, policies, guidelines or rules applicable to the Service that you may enter into from time to time, directly or indirectly, to provide services to Medworks (the “Supplemental Terms”), including Medworks’ privacy policy (the “Privacy Policy”). The Supplemental Terms and Privacy Policy are incorporated herein and deemed to be a part of these Terms of Service. If there is any conflict between these Terms of Service and the Supplemental Terms, the Supplemental Terms shall take precedence.
By using the Service, you acknowledge, agree and consent to the collection, use, and disclosure of your personal information, being the Registration Data, as defined below, in accordance with the Privacy Policy.
Unless Medworks states otherwise, any new features, programs or services that augment or enhance the Service will be subject to these Terms of Service. You agree that the services provided by and/or on the Service are on an “as-is” basis and that Medworks assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any data, user communications or personalization settings or their quality or accuracy.
Medworks reserves the right at any time and from time to time to modify or discontinue (temporarily or permanently) any of the healthcare and wellness services offered on the Service with or without notice.
You acknowledge and agree that Medworks will not and does not make any remittances or submissions to insurance providers and you or the Customers are fully responsible for making any claims with the insurance provider directly.
By using the Service, you agree that:
You will only use the Service for lawful purposes; you will not use the Service for sending or storing any unlawful material or for deceptive or fraudulent purposes; and you will not engage in conduct that harms other Users, Customers or Medworks, its directors, officers, employees, subsidiaries, affiliates, agents and representatives.
You will only use the Service in accordance with all applicable laws, including copyright laws or other intellectual property laws, including privacy, personality or publicity laws.
You may not access the Service from any jurisdiction where the Service or any content or functionality of the Service are prohibited.
You will only access the Service using means explicitly authorized by Medworks.
You will not use another User’s account, impersonate any person, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Service.
You will not use the Service to cause nuisance, annoyance or inconvenience.
You will not use the Service, or any content accessible through the Service, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any third-party service provider, unless Medworks has given you prior permission to do so in writing.
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, access to the Service or any proprietary information or software of or belonging to Medworks contained in the Service and you will not use any Service content for republication in any format or media.
You agree not to recruit or otherwise solicit any other Users or Customers to provide/acquire services on websites, apps, or other platforms that are competitive to Medworks.
The information you provide to us when you register an account or otherwise communicate with us is accurate, you will promptly notify us of any changes to such information, and you will provide us with whatever proof of identity we may reasonably request.
You will keep secure and confidential your account password or any identification credentials we provide you, which allows access to the Service.
You will use the Service only for your own use and will not directly or indirectly resell, license or transfer any software belonging to Medworks or any content displayed by the Service to a third-party.
You will not use the Service in any way that could damage, disable, overburden or impair any third-party service provider, or the networks connected to any third-party service provider.
You will not attempt to gain unauthorized access to the Service and/or to any account, resource, computer system, and/or network connected to any Medworks server.
You will not probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures Medworks may use to prevent or restrict access to the Service or use of the Service or the content therein.
You will not deep-link to the Website or access the Website manually or with any robot, spider, web crawler, extraction software, automated process and/or device to scrape, copy, index, frame, or monitor any portion of the Website or any content on the Website.
You will not conduct any systematic retrieval of data or other content from the Service.
You will not try to harm other Users, Medworks, Customers, or the Service in any way whatsoever.
You will report any errors, bugs, unauthorized access methodologies or any breach of our intellectual property rights that you uncover in your use of the Service.
You will not attempt to undertake any of the foregoing.
You understand and agree that Medworks provides a technology platform connecting you with third-party customers seeking health and wellness service providers (the “Customers”). You acknowledge and agreed that, when a purchase or booking is made through the Service, you are contracting with the Customer to provide the health and wellness services and not Medworks.
You acknowledge and agree that Medworks does not itself provide any of the healthcare and wellness services, and has no responsibility or liability for the acts or omissions of any Service Provider. You further acknowledge and agree that none of the Service’s content constitutes the provision of healthcare and wellness services or advice in respect of the same. Medworks makes no representations regarding any health benefits, risks or health information relating to any services provided to Service Providers. Medworks, its directors, officers, employees, subsidiaries, affiliates, agents and representatives disclaim to the fullest extent of the law any responsibility or liability for the provision of health care or wellness services. Further, Medworks has no responsibility or liability for acts or omissions by any Service Provider. You are solely responsible for the quality of the provision of healthcare and wellness services and compliance with relevant applicable laws and policies, and you agree that Medworks does not assume any of this responsibility or verify compliance. Medworks will not guarantee the suitability, legality or ability of any Service Provider.
Your interactions via the Service are not intended to take the place of the relationship with the Customer’s regular healthcare and wellness service providers or primary care physician.
Medworks does not make any representation or warranty about the training or skill of any Service Provider who delivers treatment or renders advice via any Service. You will be connected with a Customer in your Province based on their information submitted through the Service. The content of the Services, including without limitation, text, copy, audio, video, photographs, illustrations, graphics, and other visuals, are for informational purposes only and do not constitute professional medical advice, diagnosis, treatment, or recommendations of any kind by Medworks. All information provided by Medworks, or in connection with any communications supported by Medworks, is intended to be for general information purposes only, and is in no way intended to create a provider-patient relationship with Medworks as defined by any law.
Risks of Medworks Service
By engaging a Medworks Service, you acknowledge the potential risks and limitations associated with such a Service, including that the information supplied to you by the Customer may not be sufficient to provide appropriate care.
You may be required to register for an account to use parts of the Service. In consideration of your use of the Service, you agree to:
provide true, accurate, current and complete information about yourself as prompted by the online registration form and at all other times when you use the Service (the “Registration Data”) or with respect to any payment information requested; and
maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If you provide any information that is untrue, inaccurate, not current, or incomplete, or Medworks has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Medworks has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an account or use the Service if you have been previously removed by Medworks, or if you have been previously banned from use of the Service.
You are the sole authorized User of any account you create through the Service. You are also responsible for maintaining the confidentiality of your password and account. You are solely and fully responsible for all activities that occur under your password or account. You may not authorize others to use your User status, and you may not assign or otherwise transfer your account to any other person. Should you suspect that any unauthorized party may be using your password or account, you will notify Medworks immediately. Medworks will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by Medworks or a third-party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use.
You must not register for an account on behalf of any individual other than yourself or register for an account on behalf of any group or non-individual entity unless you are duly authorized to do so by such person. You must not register an account with a username that infringes any third-party intellectual property rights or that we deem, in our sole discretion, is offensive or otherwise in violation of these Terms of Service including without limitation, a user name.
We reserve the right to correct or modify your account, in our sole discretion, at any time to ensure compliance with these Terms of Service.
You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Service and all charges related thereto. We are not liable for any damages to your equipment resulting from the use of the Service.
We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms of Service.
You represent and warrant that you are the owner of, or otherwise have the right to provide, all content that you submit, post and/or otherwise transmit through the Service (“User Content”). You hereby grant Medworks a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicensable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with Medworks’ business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you. You further grant Medworks a license to use your username and/or other User profile information, including without limitation your ratings history, to attribute User Content to you in connection with such Uses, without notification or approval by you. You agree that this license includes the right for other Service users to access and use your User Content in conjunction with participation in the Service and as permitted through the functionality of the Service. In the interest of clarity, the license granted to Medworks herein shall survive termination of the Service or your account. Medworks reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates the Terms of Service or we consider to be objectionable for any reason. You agree that Medworks may monitor and/or delete your User Content (but does not assume the obligation) for any reason in Medworks’ sole discretion. Medworks may also access, read, preserve, and disclose any information as Medworks reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof,
(iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of Medworks, its Users and the public.
All right, title and interest in and to comments, ideas, suggestions and impressions of the Service and our products given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.
You will not, directly or indirectly, in any capacity whatsoever, engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including the
repetition or distribution of derogatory rumours, allegations, negative reports or comments) that are disparaging, deleterious or damaging to the integrity or reputation of Medworks.
By creating a Medworks account, you consent and agree to accept and receive communications from Medworks, Customers, or third-parties providing services to Medworks including via emails, text messages, calls, and push notifications to the cellular telephone number you provided to Medworks. You further agree that all terms and conditions, agreements, notices, disclosures, and other communications that Medworks provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages sent by or on behalf of Medworks, its affiliated companies and/or Customers, including but not limited to communications concerning services requests placed through your account on the Service. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing the settings in your account. You may also opt-out of receiving text messages from Medworks by replying “STOP” from the mobile device receiving the messages.
You acknowledge and agree that the Service, and any proprietary software used in connection with the Service, contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that content accessible via the Service and information presented to you through the Service is protected by the law of copyright, trademark, service mark, patent or other proprietary rights laws. Except as expressly authorized by Medworks or its information partners, you agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in whole or in part.
Medworks grants you a personal, limited, non-transferable and non-exclusive right to access and use the Service to acquire health care and wellness services from third-parties; provided that you do not (and do not allow any third-party to) copy, modify, create any derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code for the Service, sell, assign, sublicence, grant a security interest in or otherwise transfer any right in the Service or the underlying software. You agree not to obtain or attempt to obtain unauthorized access to the Service or the underlying software. You agree not to access the Service by any means other than through the interface that is provided by Medworks for use in accessing the Service.
Medworks alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Service and Medworks’ software related to the Service. These Terms of Service are not a sale and does not convey to you any rights of ownership in or related to the Service and Medworks’ software related to the Service, or any intellectual property rights owned by Medworks. Medworks’ name, Medworks’ logo, and the product names associated with the Service and Medworks’ software related to the Service are trademarks of Medworks or third-parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service and Medworks’ software related to the Service. Without Medworks’ prior permission, you agree not to display or use in any manner, any of Medworks’ trademarks or tradenames.
You agree that Medworks has no duty or obligation to resolve any issue you have with a Customer, and you hereby release Medworks from all liability relating to any claim you may have with a Customer.
The Service may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”) and advertisements (“Third-Party Advertisements”) (collectively, “Third-Party Content”). When you click on a link to a Third-Party Content, Medworks will not warn you that you have left the Service and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Content is not under the control of Medworks. Medworks is not responsible for any Third-Party Content. Medworks does not review, approve, monitor, endorse, warrant, or make any condition or representations with respect to such Third-Party Content or their products or services. You use all links in Third-Party Content at your own risk. You should review applicable terms and policies, including privacy and data gathering practices of any Third-Party Content, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third-party.
You acknowledge and agree that the availability of the App is dependent on the third-party from which you received the App license, e.g., the Apple iPhone or Android App Stores (“App Store”). You acknowledge and agree that these Terms of Service are between you and Medworks and not with the App Store. Your use of the App must comply with the App Store’s own terms of service.
Medworks, not the App Store, is solely responsible for its software related to the App and the Service itself, including the content thereof, maintenance, support services and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). Further, the App Store is not responsible for addressing any claims you have or any claims of any third-parties relating to the App, including any product liability claims, and the App Store has no warranty obligation with respect to the App. In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access and comply with the terms of service of your data service and/or wireless provider. You also agree to pay all fees (if any) charged by the App Store in connection with the App. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the App. You represent and warrant that you are located in Canada and you represent and warrant that you are not listed on any Canadian government list of prohibited or restricted parties. You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of these Terms of Service and has the right to enforce the terms and conditions of these Terms of Service. Without limiting any other terms of these Terms of Service, you must comply with all applicable third-party terms of agreement when using the App. You acknowledge that in the event of any third-party claim that the App, or your possession and use of the App, infringes that third-party’s intellectual property rights, the App Store shall not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Except as set forth in Medworks’ privacy policy or as otherwise required by applicable law, Medworks is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.
You expressly understand, acknowledge and agree that, to the extent permitted by applicable law:
Medworks is no more than the mere facilitator, through providing use of the Service, of the interaction between you and each Customer or third-party with which you interact;
in no case are you selling products or services from Medworks;
should you suffer personal injury or harm, damage of any kind to your person or property, any infringement of your rights or any other intangible losses due to or resulting from any interactions with Customers through the Service or statements or conduct of any Customer or third-party, such damages, injury or infringement shall be a matter directly between you and the Customer or other third-party and Medworks shall not be involved, liable,
responsible or affected thereby in any way and shall not be responsible or liable for any indirect, incidental, special, consequential, punitive or exemplary damages related thereto;
Medworks shall also not be liable for any personal injury or harm, damage of any kind to your person or property, any infringement of your rights or any other intangible losses due to or resulting from (a) your access or use or inability to use the Service; (b) the unauthorized access to or alteration of your data; or (c) any other matter relating to the Service, and Medworks shall not be involved, liable, responsible or affected thereby in any way and shall not be responsible or liable for any indirect, incidental, special, consequential, punitive or exemplary damages related thereto.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE SERVICE AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE SERVICE AND THE SERVICES PROVIDED ON THE SERVICE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. MEDWORKS MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE SERVICE.
MEDWORKS DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE OR THAT THE SERVICE IS FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MEDWORKS SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.
If you violate these Terms of Service, Medworks may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists.
You shall not disclose to third parties nor use for any purpose other than for the proper use of the Services any Confidential Information received from Medworks or a Customer in whatever form under these Terms of Service or in connection with the Services without our prior written permission. “Confidential Information” shall mean all data and information, not made available to the general public, oral or written, that relates to our past, present, or future research, development or business activities, information relating to services, developments, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections or personal health and wellness information of a Customer. You shall limit access to Confidential Information to those of your personnel for whom such access is reasonably necessary for the proper use of the Services under these Terms of Service. Such personnel shall be bound by written confidentiality obligations not less restrictive than those provided for herein. You shall be responsible for any breach of these Terms of Service by any of your personnel. You shall protect the Confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorized disclosure or use of Confidential Information, as you exercise in protecting your own proprietary information. The aforementioned limitations shall not apply to Confidential Information which you can demonstrate: (i) was in your possession prior to disclosure hereunder provided that, immediately upon disclosure, you have brought this fact to our attention; or (ii) was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations herein contained; or (iii) was disclosed by a third-party without breach of any obligation of confidentiality; or (iv) is disclosed pursuant to administrative or judicial action, provided that you shall use your best efforts to maintain the confidentiality of the Confidential Information. If only a portion of the Confidential Information falls under any of the above alternatives, then only that portion of the Confidential Information shall be excluded from the use and disclosure restrictions of these Terms of Service.1
No joint venture, partnership, employment, or agency relationship exists between you, Medworks or any third-party provider as a result of these Terms of Service or use of the Service.
These Terms of Service are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Except as otherwise provided in these Terms of Service, if any provision of these Terms of Service are found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties to these Terms of Service nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service that remain in full force and effect. The rights and obligations of the parties to these Terms of service shall survive, indefinitely, the termination of these Terms of Service.
Where the Service requires that you provide an e-mail address, you are responsible for providing Medworks with your most current e-mail address. In the event that the last e-mail address you provided to Medworks is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Terms of Service, Medworks’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Medworks via email at info@medworks.com. Such notice shall be deemed given on the next business day after such email is actually received by Medworks.
Medworks welcomes your questions or comments regarding these Terms of Service. You may contact Medworks at: info@medworks.com
The Terms of Services and any rights, obligations and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Medworks without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms of Service bind and inure to the benefit of each party and the party’s successors and permitted assigns.
The delay or failure of Medworks to act with respect to a breach of these Terms of Service by you or others does not constitute a waiver by Medworks and shall not limit Medworks’ rights with respect to such breach or any subsequent breaches.