QTC Commercial Services, LLC. TERMS OF SERVICE

Last Modified: 01/31/2024

These Terms of Service (these “Terms”) describe your rights and responsibilities when accessing and/or using the website(s) of QTC Commercial Services, LLC. (“QTC Commercial Services, LLC.”, “we”, “our”, or “us”) located at https://www.imxmed.com, and other websites we own and operate that link to these Terms (collectively , the “Sites”), and any and all other software, documentation, and online, mobile-enabled, and/or digital services we make available on or through the Sites (collectively, the “Service”). By accessing or using the Service, or by clicking a button or checking a box marked “Agree” (or something similar), you signify that you have read, understood, and agree to be bound by these Terms, and that you have read and understood our Privacy Notice (as it may be updated from time to time , our “Privacy Notice”). We reserve the right to modify these Terms and will provide notice of these changes as described below. These Terms apply to all visitors , users, and others who access the Service (“Users”).

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 10.2 AND CLASS ACTION/JURY TRIAL WAIVER IN SECTION 10.3 THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS PROVIDED, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

These Terms and all documents referenced herein, and any other online terms for QTC Commercial Services, LLC. products or services (“Other QTC Commercial Services, LLC. Terms”) or agreements by which you sign up for the Service, form the “Agreement” between you and us. Notwithstanding any provision to the contrary therein, to the extent any Other QTC Commercial Services, LLC. Terms conflict with these Terms, these Terms shall prevail with respect to the subject matter of such conflict.

1. Access to the Service; Rights and Restrictions
1.1 Eligibility.

You may use the Service only if you can form a binding contract with us, and only in compliance with the Agreement and all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). The Service is not available to any Users previously removed from the Service by us. If you access or use the Service on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of that entity with the authority to bind that entity to the Agreement, and that you agree to the Agreement on the entity’s behalf.

1.2 Access to the Service.

Subject to your compliance with the Agreement, you are hereby granted a non-exclusive, limited, non-transferable, and freely revocable right to access and use the Service for your commercial use only, strictly as permitted by the features and documentation of the applicable Service. We reserve all rights not expressly granted herein to the Service and the QTC Commercial Services, LLC. Content (as defined in Section 3 below).

1.3 Software License.

To the extent you receive any downloadable software from us in connection with the Service, subject to your compliance with these Terms, we grant to you a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable right and license to use our software solely as reasonably necessary for your use of the Service in accordance with these Terms.

1.4 Service Accounts; Consent to Electronic Communications.

Your account on the Service (“User Account”) gives you access to certain services and functionalities that we may establish and maintain as part of the Service from time to time, in our sole discretion. We may maintain different types of User Accounts for different types of users. You acknowledge that you do not own your User Account.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. You must notify us immediately of any breach of security or unauthorized use of your User Account. We will not be liable for, and expressly disclaim any responsibility for, any losses caused by any unauthorized use of your User Account.

Unsecured email, mobile phone text messages, or other unsecure electronic methods of communication are not confidential means of communication and there is a possibility that a third party could intercept and see these messages. By providing us your email address or mobile phone number, you acknowledge these risks and consent to us using that email address or mobile phone number to send you Service-related notices, including any notices required by applicable law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as messages notifying you of changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out of receiving such commercial email messages by clicking on the “unsubscribe” link in the email message received and/or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates , improvements, or offers.

2. Restrictions and Acceptable Use.

Except to the extent a restriction is prohibited by law, you agree not to do, and not to assist, permit or enable any third party to do, any of the following:

disassemble, reverse engineer, decode or decompile any part of the Service;
use any robot, spider, scraper, data mining tool, data gathering or extraction tool, or any other automated means, to access, collect, copy or record information or data from the Service or to access the Service in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional web browser (except that we grant the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials);
copy, rent, lease, sell, loan, transfer, assign, sublicense, resell, distribute, modify, alter or create derivative works of any part of the Service or any of our Intellectual Property (defined below);
use the Service in any manner or for any purpose that (a) violates or promotes the violation of any applicable law, regulation, legal requirement, contractual obligation or right of any person including, but not limited to, Intellectual Property Rights (as defined in Section 3), rights of privacy, or rights of personality , (b) is fraudulent, false, deceptive or defamatory, (c) promotes hatred, violence or harm against any individual or group, or (d) otherwise may be harmful or objectionable (in our sole discretion) to us, our service providers, our suppliers, our Users, or any other third party;
use the Service (a) to develop competing products or services, (b) for benchmarking or competitive analysis of the Service, or (c) otherwise to our detriment or disadvantage;
access any content on the Service through any technology or means other than those provided or authorized by the Service;
bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein.
attempt to interfere with, compromise the system integrity or security of, or decipher any transmissions to or from, the servers running the Service;
transmit spam, chain letters, or other unsolicited email;
transmit invalid data, viruses, worms or other software agents through the Service;
impersonate another person or misrepresent your affiliation with a person or entity, hide or attempt to hide your identity, or otherwise use the Service for any invasive or fraudulent purpose;
collect or harvest any personally identifiable information, including account names, from the Service;
share passwords or authentication credentials for the Service, or otherwise circumvent the measures we may use to prevent or restrict access to the Service or enforce limitations on use of the Service;
identify or refer to us or the Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you (or a third party) and us, without our prior express written consent; or
otherwise use the Service in any manner that impacts (a) the stability of our servers, (b) the operation or performance of the Service or any User’s use of the Service, or (c) the behavior of other applications using the Service.

You agree that a breach of this Section 2 shall constitute a material breach of these Terms:

3. QTC Commercial Services, LLC. Content.

The Service may allow you to submit, post, display, provide, or otherwise make available certain content or information (“QTC Commercial Services, LLC. Content”).

WE CLAIM NO OWNERSHIP RIGHTS OVER QTC Commercial Services, LLC. CONTENT YOU PROVIDE, AND, AS BETWEEN YOU AND US, IT REMAINS YOURS (OR YOUR LICENSORS’, AS APPLICABLE). We have the right (but not the obligation), in our sole discretion, to remove any QTC Commercial Services, LLC. Content that is uploaded to the Service.

You grant, and you represent and warrant that you have all rights necessary to grant, to us an irrevocable, perpetual, transferable, sublicensable (through multiple tiers), fully paid, royalty-free, and worldwide right and license to use, copy, store, modify, distribute, reproduce, publish, list information regarding , make derivative works of, and display the QTC Commercial Services, LLC. Content: (a) to maintain and provide the Service; (b) solely in de-identified form , to improve our products and Services and for our other internal business purposes, such as data analysis, customer research, developing new products or features , and identifying usage trends (and we will own such de-identified data); and (c) to perform such other actions as described in our Privacy Notice or as authorized by you as part of our Agreements with you.

For the purposes of these Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity , trademark, trade dress, and service mark rights, goodwill, trade secret rights, and any and all other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country , territory, or other jurisdiction.

In connection with the QTC Commercial Services, LLC. Content you provide, you affirm, represent, and warrant the following:

you have the written consent of each and every identifiable natural person referred to or mentioned in the QTC Commercial Services, LLC. Content, if any, and each such person has released you from any liability that may arise in relation to such use;
you have obtained and are solely responsible for obtaining all consents as may be required by applicable law to post any QTC Commercial Services, LLC. Content relating to third parties;
the QTC Commercial Services, LLC. Content and our use thereof as contemplated by these Terms and the Service will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights (as defined below) and privacy rights; and
to the best of your knowledge, all of the QTC Commercial Services, LLC. Content and all other information that you provide to us is truthful and accurate.

We take no responsibility and assumes no liability for any QTC Commercial Services, LLC. Content that you or any other User or third party submits, posts , displays, provides, or otherwise makes available on or through the Service. You will be solely responsible for the QTC Commercial Services, LLC. Content you provide and the consequences of submitting it, posting it, displaying it, providing it, or otherwise making it available on or through the Service.

4. Our Proprietary Rights.
4.1 Intellectual Property Rights.

You acknowledge and agree that the Service, and all materials and content displayed or made available on the Service (other than content owned by you or your licensors), and all software, algorithms, code, technology and intellectual property underlying and included in or with the Service, and all Intellectual Property Rights therein and thereto throughout the world (collectively and individually, our “Intellectual Property”) are the exclusive property of QTC Commercial Services, LLC. and its licensors, providers, distributors, and suppliers. Except as explicitly provided herein, nothing in these Terms will be deemed to create a license in or under any Intellectual Property Rights, and you agree not to access, sell, license, rent, modify, distribute, copy, reproduce , transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any of our Intellectual Property. Use of our Intellectual Property for any purpose not expressly permitted by these Terms is strictly prohibited.

4.2 Feedback.

You may choose to, or we may invite you to submit, comments, feedback or ideas about the Service, including without limitation about how to improve the Service or our other products and services (collectively, “Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place QTC Commercial Services, LLC. under any fiduciary or other obligation, and that we will own such Feedback, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback. You further acknowledge that, by acceptance of your submission , we do not waive any rights to use similar or related ideas previously known to us, or developed by our employees, or obtained from sources other than you.

4.3 Usage Data.

We may collect, maintain, process, and use, or you may provide to us, diagnostic, technical, usage, and related information, including information about your computers, mobile devices, systems, and software (collectively, “Usage Data”). You agree that all Usage Data is owned solely and exclusively by us, and , to the extent any ownership rights in or to the Usage Data vest in you, you hereby assign to us all rights, title, and interest in and to the same. Accordingly , we may use Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Service; (b) to develop and improve the Service; (c) to monitor your usage of the Service; (d) for Service-related research and analytics; and (e) to share Service-related analytics and other derived Usage Data with third parties, solely in deidentified or aggregated form. The Service may contain technological measures designed to prevent unauthorized or illegal use of the Service, and we may use these and other lawful measures to verify your compliance with these Terms and to enforce our rights , including all Intellectual Property Rights, in and to the Service.

5. Our Privacy Policies

By using the Service, you understand and acknowledge that your personal information will be collected, used, and disclosed as set forth in our Privacy Notice.

6. Third-Party Links, Products, Information, and Services.

THE SERVICE MAY CONTAIN LINKS OR PROVIDE ACCESS TO THIRD-PARTY SITES, PRODUCTS, MATERIALS AND/OR SERVICES (COLLECTIVELY, “THIRD-PARTY SERVICES”) THAT ARE NOT OWNED OR CONTROLLED BY US, AND CERTAIN FUNCTIONALITY OF THE SERVICE MAY REQUIRE YOUR USE OF THIRD-PARTY SERVICES. IF YOU USE A THIRD-PARTY SERVICE, YOU ARE SUBJECT TO AND AGREE TO THE APPLICABLE THIRD PARTY’S TERMS AND CONDITIONS, PRIVACY POLICY AND/OR ANY OTHER TERMS MADE AVAILABLE ON OR AGREED IN CONNECTION WITH SUCH THIRD-PARTY SERVICES. WE DO NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY SUCH THIRD-PARTY SERVICES. IF YOU ACCESS A THIRD-PARTY SERVICE FROM THE SERVICE OR SHARE CONTENT ON OR THROUGH ANY THIRD-PARTY SERVICE, YOU DO SO AT YOUR OWN RISK, AND YOU UNDERSTAND THAT THESE TERMS AND OUR PRIVACY TERMS DO NOT APPLY TO YOUR USE OF SUCH THIRD-PARTY SERVICES. YOU EXPRESSLY RELIEVE US FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY SERVICE.

7. Indemnity.

You agree to defend, indemnify and hold us and our affiliates, agents, suppliers or licensors (and our and their employees, contractors, agents, officers and directors) harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) your access to or use of the Service; (b) your violation of any provision of these Terms; (c) your violation of any third-party right, including without limitation any Intellectual Property Rights or rights of privacy; (d) your violation of any applicable law, rule or regulation; (e) content you provide to us on or through the Service, including without limitation any misleading, false, or inaccurate information therein; (f) your willful misconduct; or (g) any third party’s access to or use of the Service with your User Account.

8. No Warranty; Disclaimers.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW , THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY , FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR LICENSORS DO NOT WARRANT THAT ANY CONTENT ON THE SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICE OR ANY DOWNLOAD OF CONTENT THROUGH THE USE OF THE SERVICE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.

FURTHER, WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY SERVICES, AND QTC Commercial Services, LLC. WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH THIRD PARTY SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS , AGENTS, OFFICERS OR DIRECTORS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (G) YOUR DATA OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL WE OR OUR AFFILIATES, AGENTS, SUPPLIERS OR LICENSORS (OR OUR OR THEIR EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS) BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER OR $100.00 , WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS , EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
10.1 Governing Law.

These Terms are governed by the laws of the Commonwealth of Virginia without giving effect to any choice or conflict of law provision or rule. Notwithstanding the preceding sentence, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the arbitration provision in Section 10.2 below (the “Arbitration Provision”) and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Provision, then that issue shall be resolved under and governed by the law of your state of residence. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Reston, Virginia for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement , misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other Intellectual Property or proprietary rights, as set forth in the Arbitration Provision, including any provisional relief required to prevent irreparable harm. You agree that Reston, Virginia is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the Arbitration Provision is found to be unenforceable.

10.2 Arbitration.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. This Arbitration Provision applies to and governs any dispute, controversy, or claim between you and us that arises out of or relates to, directly or indirectly: (a) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Service, including receipt of any advertising, marketing, or other communications from us; (c) any transactions through, by, or using the Service; or (d) any other aspect of your relationship or transactions with us, directly or indirectly, as a User or consumer (“Claim” or collectively , “Claims”). The Arbitration Provision shall apply, without limitation, to all Claims that arose or were asserted before or after your consent to these Terms.

If you are a new User, you can reject and opt-out of this Arbitration Provision within thirty (30) days of accepting these Terms by emailing us at help@imxmed.com with your first and last name and stating your intent to opt-out of this Arbitration Provision. Opting out of this Arbitration Provision does not affect the binding nature of any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at help@imxmed.com and attempt to resolve the dispute with us informally. In the unlikely event that we have not been able to resolve a Claim after sixty (60) days, each of you and QTC Commercial Services, LLC. agrees to resolve the Claim through binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS (the “Rules”), except as provided herein. JAMS may be contacted at www.jamsadr.com, where the Rules are available. In the event of any conflict between the Rules and this Arbitration Agreement , the Arbitration Provision shall control. The arbitration will be conducted in the U.S. county where you live or Los Angeles, California, unless you and QTC Commercial Services, LLC. agree otherwise. If you are using the Service for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator will include costs of arbitration , reasonable attorney’s fees and reasonable costs for expert and other witnesses. If you are an individual using the Service for non-commercial purposes: (a) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (b) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (c) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and QTC Commercial Services, LLC. agree that the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Provision, including any claim that all or any part of this Arbitration Provision is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, or any provision of these Terms, is unconscionable or illusory or any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

NOTHING IN THIS ARBITRATION PROVISION WILL BE DEEMED AS: PREVENTING US FROM SEEKING INJUNCTIVE OR OTHER EQUITABLE RELIEF FROM THE COURTS AS NECESSARY TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF OUR DATA SECURITY, INTELLECTUAL PROPERTY RIGHTS OR OTHER PROPRIETARY RIGHTS; OR PREVENTING YOU FROM ASSERTING CLAIMS IN SMALL CLAIMS COURT, IF YOUR CLAIMS QUALIFY AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND ADVANCES ON ONLY AN INDIVIDUAL (NON-CLASS, NON-COLLECTIVE, AND NON-REPRESENTATIVE) BASIS.

If this Arbitration Provision is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision , in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Provision, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Arbitration Provision. Notwithstanding the foregoing, if the class action/jury trial waiver in Section 10.3 is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Provision shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

10.3 Class Action/Jury Trial Waiver.

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSONS CLAIMS. YOU AND QTC Commercial Services, LLC. AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS. YOU AND QTC Commercial Services, LLC. AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND QTC Commercial Services, LLC. ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

11. U.S. Government Restricted Rights.

If the Service is being used by the U.S. Government, the Service is commercial computer software and documentation developed exclusively at private expense, and (a) if acquired by or on behalf of a civilian agency, will be subject to the terms of this computer software license as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors; and (b) if acquired by or on behalf of units of the Department of Defense (“DOD”) will be subject to the terms of this commercial computer software license as specified in 48 C.F.R. 227.7202-3, DOD FAR Supplement and its successors.

12. General Provisions.
12.1 Assignment.

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior express written consent. Any attempted transfer or assignment in violation hereof will be null and void.

12.2 Notification Procedures and Changes to these Terms.

We may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the Service, as we determine in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain notifications as required under applicable laws or as described in these Terms or our Privacy Notice. We are not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

We may, in our sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change these Terms in a material manner, we will update the last modified date at the top of this page and notify you that material changes have been made to these Terms. These Terms apply to and govern your access to and use of the Service effective as of the start of your access to or use of the Service, even if such access or use began before publication of these Terms. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any part of these Terms or any future Terms of Service, do not use or access (or continue to access) the Service.

12.3 Entire Agreement/Severability.

These Terms, together with any amendments and any additional agreements you may enter into with us in connection with the Service, will constitute the entire agreement between you and us concerning the Service. None of our employees or representatives are authorized to make any modification or addition to these Terms. Any statements or comments made between you and any of our employees or representatives are expressly excluded from these Terms and will not apply to you or us or your use of the Service. Except as otherwise stated in the Arbitration Provision, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Terms , which will remain in full force and effect.

12.4 No Waiver.

No waiver of any term of these Terms will be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms will not constitute a waiver of such right or provision.

12.5 Contact.

If you have any questions about these Terms, please contact us at help@imxmed.com.