Terms and Conditions
Updated February 24, 2022
TERMS & CONDITIONS OF USE
www.EvexiaDiagnostics.com, www.EvexiaNutraceuticals.com (collectively the “Site”), and www.EvexiaPracticeSolutions.com are designed to provide clinical laboratory and diagnostic testing services as well as clinician practice management solutions, clinical education services and business solutions services (the “Services”).
PLEASE READ THESE TERMS & CONDITIONS CAREFULLY. BY ACCESSING THE SITE OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS & CONDITIONS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, YOU MAY NOT ACCESS OR USE THIS SITE OR THE SERVICES. NOTWITHSTANDING THE FOREGOING, IF YOU USE THIS SITE OR SERVICES, YOU SHALL BE BOUND BY THE TERMS & CONDITIONS OF THIS AGREEMENT.
GENERAL DISCLAIMERS
Evexia is a professional service that provides an online platform enabling the ordering and fulfillment of clinical, diagnostic laboratory testing (each a “Test,” and collectively “Tests”). The Tests are ordered through Evexia by Evexia’s Clients. This Site and the Evexia Services do not, and are not intended to, constitute the provision or practice of Medicine in any Jurisdiction. Evexia is not responsible for the performance or undertaking of any Test, nor does it have control over the quality, timing, failure to perform, legality, or any other aspect whatsoever of anyone or any entity performing a Test. Evexia makes no representations about the reliability, timeliness, or accuracy of any Test provided by any third-party performing laboratory or affiliate, whether in public, private, or offline interactions.
Evexia is not responsible for the medical care provided to any patient. It is the responsibility of the Client to obtain the proper patient authorization.
Evexia does not provide any diagnosis or treatment, and it is the Client’s responsibility to attend to any abnormal value results. In the event of “critical” lab results, as defined by the performing laboratory, Evexia will notify the Client as soon as it is aware of such result. No further action will be taken except in the case of a lab test ordered by a non-licensed clinician, in which case Evexia will also contact the patient or in the case of a minor patient, the parent of the patient.
Evexia reserves the right to change the pricing and/or availability of any product or service identified on the Site.
Evexia may at its sole discretion change, add, or delete portions of this Agreement at any time on a going-forward basis. It is the Client’s responsibility to check this Agreement for changes prior to use of the Site or Services, and in any event Your continued use of the Site or Services following the posting of changes to this Agreement constitutes Your acceptance of any changes. Evexia will notify You of any such material changes by posting notice of the changes on the Site, and/or, in its sole discretion, by email. Certain services available through the Site may have their own terms and conditions that apply to Your use of those services. This Agreement does not alter in any way the terms or conditions of any of those other written or online terms and conditions or agreements You may have or will have with any subsidiary of Evexia Holdings, Inc. To the extent that there is any conflict between this Agreement and any other agreement pertaining to specific services or products provided by Evexia or its subsidiaries (a “Separate Agreement”), the terms of the Separate Agreement will govern.
1. RESPONSIBILITIES OF CLIENTS. You promise that all information you provide to Evexia is true, accurate, current, and complete, and You agree to maintain and promptly update such information to keep it true, accurate, current and complete. If Evexia has reasonable grounds to suspect that such information is not true, accurate, current or complete, Evexia may deny or terminate Your access to the Site or Services (or any portion thereof).
Certain Services are only available to Clients who are required to set up an account prior to accessing such Services (“Account”). Clients who set up an account are hereinafter referred to as “Registered Clients”. When You set up an Account, You are required to enter Your name, email address, telephone number, facsimile number, active licensing information and certain other information collected by Evexia. You may not transfer or share Your Password or Account (collectively, the “Account Information”) with anyone.
You are solely responsible for maintaining the confidentiality of Your Account Information, and You are fully responsible for all activities that occur under Your Password and/or Account. You agree to immediately notify Evexia of any unauthorized use of Your Account Information or any other breach of security. You are solely responsible for the usage of Your Account.
Without limiting any rights, which Evexia may otherwise have, Evexia reserves the right to take any and all action, as it deems necessary or reasonable, regarding the security of the Site and Your Account, including without limitation the termination of Your Account, changing Your Password, or requesting additional information to authorize transactions on Your Account.
Notwithstanding the above, Evexia may rely on the authority of anyone accessing Your Account or using Your Password and in no event and under no circumstances shall Evexia be held liable to You for any liabilities or damages resulting from or arising out of (i) any action or inaction of Evexia under this provision, (ii) any compromise of the confidentiality of Your Account or Password, and (iii) any unauthorized access of Your Account or use of Your Password. You may not use anyone else’s Account at any time.
2. ACCESS RIGHTS. Evexia hereby grants to You a limited, non-exclusive, nontransferable access right to access the Site and use the Services solely for Your use and only as permitted under this Agreement and any Separate Agreements You may have entered into with Evexia (“Access Rights”).
You agree that You will not and will not attempt to: (a) interfere in any manner with the operation of the Services or Site, or the hardware and network used to operate the Services or Site; (b) distribute, sell, lease, rent, sublicense, assign, export, or transfer in any other manner any of the rights granted to You under this Agreement or otherwise use the Services or Site for the benefit of a third party or to operate a service bureau; (c) modify, copy or make derivative works based on any part of the Services, the Site or any underlying software, technology or other information, including any printed materials of the same; (d) create Internet “links” to or from the Services or Site, or “frame” or “mirror” any of Evexia’s content which forms part of the Services or Site; or (e) otherwise use the Services or Site in any manner that exceeds the scope of use granted above.
Any use of third-party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by this Agreement. You agree to be responsible for any act or omission of any users that access the Site or Services under Your Account or using Your Password that, if undertaken by You, would be a violation of this Agreement, and that such act or omission shall be deemed a violation of this Agreement by You. Evexia reserves the right, in its sole discretion, to deny use of the Site or Services to anyone for any reason.
3. CLIENT RESPONSIBILITIES AND ACCEPTABLE USE OF THE SITE AND SERVICE. You agree not to use the Site or Services to: (a) violate any local, state, national or international law;
(b) stalk, harass or harm another individual; (c) collect or store personal data about other users; (d) impersonate any person or entity, or otherwise misrepresent Your affiliation with a person or entity; or
(e) interfere with or disrupt the Site or Services or servers or networks connected to the Site or Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site or Services. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site or Services, use of the Site or Services or access to the Site or Services for any purposes other than for which the Site or Services are being provided to You. You may not reverse engineer, disassemble, decompile, or translate any components of the Site or Services, attempt to derive the source code of any components of the Site or Services, or authorize or assist any third party to do any of the foregoing. Without the written consent of Evexia, You may not (i) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (SPAM); (ii) use any high volume, automated, or electronic means to access the Services (including without limitation robots, spiders or scripts); or (iii) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages.
Use of the Site requires that You comply with certain acceptable use policies Evexia may establish from time-to-time. As part of Your responsibilities as a Visitor or a Registered Client of the Site, You agree that You will not: (a) use the Site or any Service in a manner that is unlawful, harmful to minors, threatening, harassing, abusive, defamatory, slanderous, vulgar, gratuitously violent, obscene, pornographic, indecent, lewd, libelous, invasive of another’s privacy, or racially, ethnically or otherwise offensive, hateful or abusive; (b) infringe someone else’s patent, trademark, trade secret, copyright or other intellectual property or other rights; (c) use the Site or any Service for unsolicited or unauthorized advertising, junk or bulk e-mail (SPAM), chain letters, letters relating to a pyramid scheme or any other unsolicited commercial or non-commercial communication; (d) interfere with others using the Site; (e) use the Site in any manner that uploads or otherwise spreads any software viruses, worms, time bombs, corrupted files, Trojan horses or any other computer code, files, or programs that are designed or intended to disrupt, damage, overburden, impair or limit the functioning of any software, hardware, network, server or communications systems or equipment; (f) disrupt, interfere or inhibit any other user from enjoying the Site or other affiliated or linked websites, material, contents, products and/or services; (g) use any robot, spider, or other such programmatic or automatic device, inducing but not limited to automated dial-in or inquiry devices, to obtain information from the Site or otherwise monitor or copy any portion of the Site and/or Services; (h) create a false identity for the purpose of misleading others; (i) prepare, compile, use, download or otherwise copy any user information and/or usage information for any portion thereof, or transmit, provide or otherwise distribute (whether or not for a fee) such information to any third party; (j) attempt to disable, bypass, modify, defeat or otherwise circumvent any security related tools incorporated into the Services and/or the Site; (k) reproduce, duplicate, copy, sell, or exploit for any commercial purposes, any portion of the Site or access to the Site; or (l) systematically collect or use any content from the Site or Service, including through the use of any data mining, or similar data gathering and extraction methods.
5. MODIFICATIONS TO AGREEMENT. Evexia may change the Agreement from time to time. If You object to any such changes, Your sole recourse will be to cease using the Site and/or Services. Continued use of the Site and/or Services following notice of any such changes will indicate Your acknowledgement of such changes and agreement to be bound by the revised Agreement, inclusive of such changes. Such notice may be comprised of an email to Your registered email address, or a notice posted at the Site.
6. DISCONTINUATION OF OR MODIFICATIONS TO THE SITE OR SERVICES. Evexia reserves the right to modify or discontinue the Site or Services with or without notice to You. Evexia will not be liable to You, or any third party should Evexia exercise its right to modify or discontinue the Site or Services. If You object to any such changes, Your sole recourse will be to cease using the Site or Services. Continued use of the Site or Services following notice of any such changes will indicate Your acknowledgement of such changes and satisfaction with the Site or Services as so modified.
7. PRIVACY. As part of the login and registration process, You will be asked to provide certain personal information to Evexia. All uses of Your personal information will be treated in accordance with, (a) if You are a Registered Client, the terms of the Separate Agreements You executed with Evexia, or (b) if You are a Visitor, Evexia’s Privacy Policy which is incorporated by this reference into this Agreement. If You use the Site and/or Services, You are accepting the terms and conditions of our Privacy Policy. If You do not agree to have Your information used in any of the ways described in the Privacy Policy, You must discontinue use of the Site and/or the Services. The security of Your personally identifying information is important to us. While there is no such thing as “perfect security” on the Internet, Evexia will take reasonable steps to help ensure the safety of Your personally identifying information. However, You understand and agree that such steps do not guarantee that the Site is invulnerable to all security breaches, and that Evexia makes no warranty, guarantee, or representation that use of any of Evexia’s Sites is protected from viruses, security threats or other vulnerabilities.
8. ACCURACY OF INFORMATION. Evexia does not warrant that any information, pictures or graphic depictions, descriptions or other content of the Site are accurate, complete, reliable, updated, current, or error-free. You agree to notify Evexia immediately if You become aware of any errors or inconsistencies in the information or content provided through the Site and comply with any corrective action taken by Evexia.
9. THIRD PARTY CONTENT, PRODUCTS AND SERVICES. Parties other than Evexia may offer and provide products and services on or through the Site. With the exception of Evexia-branded content, products and services, Evexia does not warrant the offerings of any of these businesses or individuals or the content of their websites. Evexia does not assume any responsibility or liability for the actions, product(s), and content of these and any other third parties. You should carefully review the privacy statements and other conditions of use of these third parties.
10. LINKS. Evexia’s provision of a link to any other website or location is for Your convenience and does not represent an endorsement of such other site or location or its contents. Evexia has no control over, does not review, and cannot be responsible for, these outside websites or their content. Access any NON-EVEXIA OWNED websites linked to the Site at Your own risk. When leaving the Site, You should carefully review the applicable terms and policies, including privacy and data gathering practices, of that third-party website. EVEXIA WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY WEBSITE NOT OWNED AND OPERATED BY EVEXIA HOLDINGS, INC., THE INTERNET LOCATION, OR SOURCE OF INFORMATION, NOR WILL EVEXIA BE LIABLE FOR YOUR USE OF SUCH INFORMATION, SOFTWARE OR LINKS, NOR FOR THE ACTS OR OMISSIONS OF ANY SUCH WEBSITES OR THEIR RESPECTIVE OPERATORS.
11. OWNERSHIP. The software, code, proprietary methods and systems used to provide the Site or Services (“the “Technology”) and the content of the Site and Services (the “Content”) are (1) copyrighted by Evexia and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws, and (3) owned by Evexia or its licensors. Neither Evexia’s Content nor its Technology may be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without Evexia’s prior written permission and the prior written permission of its applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Evexia’s Content or its Technology and You may not remove or alter any such notice, information or restriction. Your use of Evexia’s Content and Technology must at all times comply with these System Rules and any additional restrictions in any Separate Agreement You may have entered into with Evexia. Nothing in this Agreement grants You any right to receive delivery of a copy of Evexia’s Technology or to obtain access to its Technology except as generally and ordinarily permitted through the Site according to this Agreement.
12. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY AGREE THAT USE OF THE SITE OR SERVICES IS AT YOUR SOLE RISK. BOTH THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EVEXIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, TITLE, OPERABILITY, CONDITION, QUIET ENJOYMENT, VALUE, ACCURACY OF DATA AND SYSTEM INTEGRATION. EVEXIA MAKES NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES EVEXIA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR SERVICES, OR THAT DEFECTS IN THE SITE OR SERVICES WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOADING OF SUCH MATERIAL AND/OR INFORMATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EVEXIA OR THROUGH THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
13. LIMITATION OF LIABILITY. YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL EVEXIA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE OR THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE OR THE SERVICES. THE AGGREGATE LIABILITY OF EVEXIA TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SITE OR THE SERVICES IS LIMITED TO THE LESSER OF (I) THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR USE OF THE SERVICES OR (II) ONE HUNDRED DOLLARS (U.S. $100.00). Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to You. To the extent that Evexia may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Evexia’s liability will be the minimum permitted under such applicable law.
14. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Evexia, its parents, subsidiaries, affiliates, licensors, co-branders, suppliers and, and the officers, directors, employees, consultants, and agents of each, and other Registered Client and Visitors, from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and court costs) that such parties may incur as a result of or arising from (1) User Content and any information You submit, post or transmit through the Site or Services, (2) Your use of the Site or Services, (3) Your violation of these System Rules, (4) Your violation of any rights of any other person or entity or (5) any viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines input by You into the Services.
15. TRADEMARKS. Certain of the names, logos, and other materials displayed on the Site or in the Services may constitute trademarks, tradenames, service marks or logos (“Marks”) of Evexia or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
16. GEOGRAPHICAL RESTRICTIONS. Evexia makes no representation that all products, services and/or material described on the Site, or the Services available through the Site, are appropriate or available for use in locations outside the United States or all territories within the United States. Registered Clients and Visitors access the Site and the Services on their own initiative and are responsible for compliance with local laws. Certain companies affiliated with Evexia provide services and operate websites which may be linked to the Site and which are governed by their own terms of use and not this Agreement and may be subject to laws of other local or international jurisdictions. For various legal and regulatory reasons, EVEXIA DOES NOT DO BUSINESS IN NY, NJ, AND RI. Before providing or making Services available to any Patient located outside of the United States, You must get prior approval from Evexia.
17. APPLLICABLE LAW AND MANDATORY FORUM SELECTION CLAUSE. These Terms of Use and Service and all matters arising out of or relating to same, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the State of CONNECTICUT including its statutes of limitations and APPLICABLE CONNECTICUT STATUTES, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the laws of any jurisdiction other than the State of CONNECTICUT to apply. Any action or proceeding by either party to enforce these Terms of Use and Service shall be brought only in any state court located in the state of CONNECTICUT, county of LITCHFIELD or any federal court located in the State of CONNECTICUT, county of FAIRFIELD. The parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum or lack of personal jurisdiction to the maintenance of any such action or proceeding in such venue.You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Site or Services, or these Terms & Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.
18. SEVERABILITY AND ASSIGNMENT. If any provision of these Terms of Use and Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of these Terms of Use and Service remain in full force and effect. You may not assign Your rights under these Terms & Conditions without Evexia’s prior written consent, and any attempted assignment will be null and void.
19. CLASS ACTION WAIVER. You and Evexia agree that each 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 Evexia 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.
20. VOID WHERE PROHIBITED. Although the Site may be accessible worldwide, not all features, products, or services discussed, referenced, provided or offered through or on the Site are available to all persons or in all geographic locations and states within the United States, or appropriate or available for use outside the United States. Evexia reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product, or service made on the Site is void where prohibited. Clients and Visitors access the Site and utilize the Services on their own initiative and are responsible for compliance with any local, state, federal, and international laws, as applicable. For various legal and regulatory reasons, EVEXIA DOES NOT DO BUSINESS IN NY, NJ, AND RI.
21. SURVIVAL. The terms of Sections 6 through 19, and any other limitations on liability explicitly set forth herein will survive the expiration or earlier termination of the Agreement pursuant to this Agreement for any reason. Evexia’s (and its licensors’) proprietary rights (including any and all intellectual property rights) in and to its Content, its Technology and the Site or Services will survive the expiration or earlier termination of the Agreement pursuant to this Agreement for any reason.
22. VIOLATIONS. Please report any violations of these Terms of Service to:
Evexia Diagnostics, Inc.PO BOX 127218 Titus RoadWashington, CT 06793 Telephone: 888-852-2723Facsimile: 888-952-2723
